UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
                            -------------------------

         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                         Commission File Number 0-26876

                            OAK HILL FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

                  Ohio                                      31-1010517
        (State or jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                   Identification Number)

              14621 S.R. 93
               Jackson, OH                                     45640
(Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number, including area code: (740) 286-3283
                            -------------------------

                Securities pursuant to Section 12(b) of the Act:
                                      None
           Securities registered pursuant to Section 12(g) of the Act:
                         Common stock without par value

              Check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.Yes [ X ] No [ ]

              Check if disclosure of delinquent filers in response to Item 405
of Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

              The aggregate market value of the voting stock held by
non-affiliates of the registrant computed by reference to the sales price of the
last trade of such stock was $63,283,968.00 on February 21, 2002.

              There were 5,276,508 shares of the registrant's common stock
outstanding at February 21, 2002.


                       DOCUMENTS INCORPORATED BY REFERENCE

              Portions of the Registrant's Annual Report to Stockholders for the
year ended December 31, 2001 are incorporated by reference into Part II and IV.

              Portions of the proxy statement dated February 21, 2002 for the
Annual Meeting of Stockholders to be held April 9, 2002 are incorporated by
reference in to Part III.










                                      -1-
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                                            Page

<S>                                   <C>                                                                   <C>
                                     Part I

Item 1.       Business                                                                                        3

Item 2.       Properties                                                                                     16

Item 3.       Legal Proceedings                                                                              17

Item 4.       Submission of Matters to a Vote of Security Holders                                            17

                                     Part II

Item 5.       Market for Registrant's Common Equity and Related Stockholder Matters                          17

Item 6.       Selected Financial Data                                                                        19

Item 7.       Management's Discussion and Analysis of Financial Condition and Results of Operations          21

Item 7A.      Quantitative and Qualitative Disclosures About Market Risk                                     28

Item 8.       Financial Statements and Supplementary Data                                                    28

Item 9.       Changes in and Disagreements With Accountants on Accounting and Financial Disclosure           28

                                    Part III

Item 10.      Directors and Executive Officers of the Registrant                                             28

Item 11.      Executive Compensation                                                                         28

Item 12.      Security Ownership of Certain Beneficial Owners and Management                                 28

Item 13.      Certain Relationships and Related Transactions                                                 28

                                     Part IV

Item 14.      Exhibits, Financial Statement Schedules, and Reports on Form 8-K                               28

Signatures                                                                                                   31
</TABLE>














                                      -2-
<PAGE>
                                     PART I

Item 1.  Business.

Oak Hill Financial, Inc.

         Oak Hill Financial, Inc., an Ohio corporation (the "Company") formed in
1981, is a financial holding company registered under the Bank Holding Company
Act of 1956, as amended (the "Act"), and is subject to regulation by the Federal
Reserve Board. The Company engages indirectly in the business of commercial
banking and other permissible activities closely related to banking and consumer
finance lending through five wholly owned subsidiaries, Oak Hill Banks ("Oak
Hill"), Towne Bank ("Towne"), (collectively, hereinafter the "Banks"), Action
Finance Company ("Action"), McNelly, Patrick & Associates ("MPA") and Oak Hill
Title Agency, LLC ("Oak Hill Title"). The Company provides management and
similar services for its subsidiaries. Since it does not conduct any operating
businesses itself, the Company must depend largely upon its subsidiaries for
funds with which to pay the expenses of its operation and, to the extent
applicable, any dividends on its outstanding shares of stock. For further
information, see Note A of the Notes to Consolidated Financial Statements
appearing in the Company's Annual Report to Stockholders, which is incorporated
by reference in response to this item.

         The Company faces strong competition from both banking and non-banking
institutions. Its banking competitors include local and regional banks and bank
holding companies, as well as some of the largest banking organizations in the
United States. In addition, other types of financial institutions, such as
savings and loan associations and credit unions offer a wide range of loan and
deposit services that are directly competitive with those offered by the Banks.
The consumer is also served by brokerage firms and mutual funds that provide
checking services, credit cards, and other services similar to those offered by
the Banks. Major stores compete for loans by offering credit cards and retail
installment contracts. It is anticipated that competition from non-bank and
non-savings and loan organizations will continue to grow.

         The range of services provided by the Company's subsidiaries to their
customers includes commercial lending, real estate lending, consumer credit,
credit card, other personal loan financing, group health insurance and other
employee benefits, and title services for commercial and residential real estate
transactions. Each of the subsidiaries operates under the direction of a Board
of Directors and officers that are separate from the Company.

Lending Activities

         General. The Company generally makes loans in southern and central Ohio
where its branches are located. The Company's principal lending activities are
the origination of (i) conventional one-to-four family residential loans, and
(ii) commercial loans, most of which are secured by real estate located in the
Company's primary market area. These loan categories accounted for approximately
89% of the Company's loan portfolio at December 31, 2001. The Company also makes
consumer loans, including installment loans and second mortgages, and offers
credit cards.

         Loan Portfolio Composition and Activity. The following table sets forth
the composition of the Company's loan portfolio in dollar amounts and in
percentages for each of the last five years, along with a reconciliation to
loans receivable, net of the allowance for loan losses.

<TABLE>
<CAPTION>
                                                                       At December 31,
                                    2001                 2000                1999                 1998                1997
                                    ----                 ----                ----                 ----                ----
                               Amount   Percent    Amount   Percent    Amount   Percent    Amount   Percent    Amount   Percent
                               ------   -------    ------   -------    ------   -------    ------   -------    ------   -------
                                                                   (Dollars in thousands)
Type of loan:
<S>                             <C>        <C>      <C>       <C>        <C>      <C>       <C>       <C>       <C>       <C>
   1-4 family residential
     loans                    $238,832    37.0%   $240,593    40.1%   $223,365    44.0%   $179,972    43.8%   $172,214    47.7%

   Commercial and other
     loans                     337,308    52.2     275,500    46.0     215,205    42.3     170,579    41.5     143,027    39.6

   Consumer loans               76,623    11.8      88,585    14.8      74,045    14.6      63,873    15.5      48,196    13.4

   Credit cards                  1,663     0.3       1,605     0.3       1,486     0.3       1,405     0.3       1,360     0.4
                               -------   -----     -------   -----     -------   -----     -------   -----     -------   -----

Total loans                    654,426   101.3     606,283   101.2     514,101   101.2     415,829   101.1     364,797   101.1

Less:
   Allowance for loan
     losses                     (8,345)   (1.3)     (7,197)   (1.2)     (6,132)   (1.2)     (4,583)   (1.1)     (4,000)   (1.1)
                               -------   -----     -------   -----     -------   -----     -------   -----     -------   -----

Total loans receivable,
  net                         $646,081   100.0%   $599,086   100.0%   $507,969   100.0%   $411,246   100.0%   $360,797   100.0%
                               =======   =====     =======   =====     =======   =====     =======   =====     =======   =====
</TABLE>


                                      -3-
<PAGE>
         The following is maturity information with respect to commercial loans
at December 31, 2001.
<TABLE>
<CAPTION>
                                 After one year              After five years
 Less than one year            through five years           through ten years             After ten years
 ------------------            ------------------           -----------------             ---------------
            Weighted                     Weighted                     Weighted                     Weighted
            Average                      Average                      Average                      Average
  Amount     Yield              Amount    Yield              Amount    Yield              Amount    Yield              Total
  ------     -----              ------    -----              ------    -----              ------    -----              -----
                                                          (Dollars in thousands)
<S>           <C>                 <C>      <C>                <C>       <C>                 <C>       <C>                <C>
$ 95,601      6.42%            $ 55,598    6.99%            $ 45,858    7.48%            $140,251    8.18%            $337,308
 =======      ====              =======    ====              =======    ====              =======    ====              =======
</TABLE>

         Loans Secured by One- to Four-Family Real Estate. A significant portion
of the Company's lending activity is the origination of permanent conventional
loans secured by one-to-four-family residences located within the Company's
primary market area. The Company typically makes adjustable rate mortgage loans
and holds the loans in portfolio. More than 43% of the Company's portfolio of
permanent conventional mortgage loans secured by one-to-four family residences
are adjustable rate. The Company also underwrites fixed rate, residential
mortgage loans, and may sell those loans in the secondary market to the Federal
Home Loan Mortgage Corporation ("FHLMC") or to the Federal National Mortgage
Association ("FNMA") or on a servicing-released basis to another financial
institution.

         The Company makes fixed rate loans on one- to four-family residences up
to 97% of the value of the real estate and improvements (the "loan-to-value" or
"LTV") substantially all of which are sold in the secondary market. Residential
real estate loans are offered by the Company for terms of up to 30 years. The
Company requires private mortgage insurance for the amount of such loans in
excess of 80% of the value of the real estate securing such loans.

         The aggregate amount of the Company's one-to-four family residential
real estate loans totaled approximately $238.8 million at December 31, 2001, and
represented 37.0% of loans at such date. At such date, loans secured by
residential real estate with outstanding balances of approximately $426,000, or
0.2%, of its total one-to-four family residential real estate loan balance, were
more than 90 days delinquent or nonaccruing.

         Commercial Loans. The Company is also active in commercial lending,
primarily to smaller businesses in the Company's primary market area. These
loans are typically secured by commercial real estate and priced in relation to
the prime rate. Such loans generally have terms of up to 25 years and
loan-to-value ratios of up to 80%. To a much lesser degree, the Company will
also make unsecured commercial loans, which are also typically priced at spreads
to prime and have maturities of up to one year.

         Loan officers review the borrower's financial statements, appraisals of
the collateral, and other related documents before recommending funding of a
commercial loan. The loan officer and the approving officer or committee then
determines that there is sufficient income to cover this and other loan
payments, that the collateral is of adequate liquidation value, that the
applicant has a good payment history and is capable of performing the
requirements of the loan. Other reviews and analysis are done as appropriate,
depending upon the complexity of the credit request.

         Although a risk of nonpayment exists with respect to all loans, certain
specific types of risks are associated with different types of loans. The
primary risks associated with commercial loans are the quality of the borrower's
management and the impact of national and regional economic factors. The Company
mitigates these risks by maintaining a close working relationship with its
borrowers, by obtaining cross-collateralization and personal guarantees of its
loans, and by diversification within its loan portfolio.

         Real estate is frequently a material component of the collateral for
the Company's loans. The expected source of repayment of these loans is
generally the operations of the borrower's business, but the real estate
provides an additional measure of security, particularly when the property is
owner-occupied. For this reason, real estate is considered additional collateral
on many of the Company's commercial loans.

         Risks associated with real estate loans include fluctuating land
values, changes in tax policies, and concentration of loans within the Company's
market area. The Company mitigates these risks by generally providing loans to
experienced commercial real estate owners and developers. The risk is further
mitigated by the number of commercial real estate loans made to the user of the
property.

         The aggregate amount of the Company's commercial loans without real
estate as primary or secondary collateral totaled approximately $119.7 million
at December 31, 2001, and represented 35.5% of commercial loans at that date. At

                                      -4-
<PAGE>

such date, commercial loans that were more than 90 days delinquent or
nonaccruing totaled approximately $506,000, or 0.4% of its commercial loan
portfolio. The aggregate amount of the Company's commercial loans with real
estate as primary or secondary collateral was approximately $217.6 million at
December 31, 2001, and at such date, approximately $3.3 million in outstanding
balances, or 1.5% of such loans, were more than 90 days delinquent or
nonaccruing.

         Consumer  Loans.  The Company  offers  several  consumer loan products,
including  installment  loans and credit cards.

         The Company has developed working relationships with several car
dealerships in its market area, and is able to do some financing of new and used
cars through these relationships. The Company generally finances cars that are
seven years old or newer. These loans generally have fixed rates and maturities
of 36 to 66 months.

         To a lesser degree, the Company makes small unsecured loans to
creditworthy individuals. These loans are typically between $2,000 and $5,000,
at fixed rates, with maturities of less than five years. The Company also offers
a home equity loan product and, as a result of consumer demand, a credit card
product to its customers. Both products are underwritten to the same standards
as any of the Company's other consumer loan products.

         Loan officers underwrite installment loan and other consumer loan
requests in such a manner to assure compliance with the various regulations and
the Company's underwriting standards. The payment history of applicants is very
important on these smaller loans, and is checked through in-house records as
well as credit bureaus. Normally, collateral, such as an automobile, is taken as
security and the value is checked through the N.A.D.A. book or another valuation
service. Income must be adequate to cover all monthly payments including the
proposed loan.

         At December 31, 2001, the Company had approximately $78.3 million in
its consumer loan and credit card portfolio, which was 12.1% of the Company's
total loans. Approximately $984,000 of these loans were over 90 days delinquent
or nonaccruing on that date, which represented 1.3% of the portfolio.

         Loan Solicitation and Processing. Loan originations are developed from
a number of sources, including continuing business with depositors, other
borrowers and real estate developers, solicitations by the Company's lending
staff, and walk-in customers.

         Underwriting guidelines for all branches and loan types are set by
senior management at the home office. Consumer loan processing and underwriting
are decentralized; however, all other loans, including real estate and
commercial loans, are generally processed and underwritten centrally at the home
office. Loan applications generally are processed and underwritten at the branch
level. Loan officers and branch managers review the applications, as well as
credit bureau reports, appraisals, financial information, verifications of
income, and other documentation concerning the credit-worthiness of the
borrower, as applicable to each loan type.

         Branch managers have the authority to approve loans up to $120,000 that
meet the underwriting criteria set by management, and area managers have
authority for amounts up to $350,000. Any loan greater than $350,000 must be
approved by senior management.

         Income from Lending Activities. The Company earns interest and fee
income from its lending activities. The Company earns fees for originating loans
and for making commitments to originate loans and loan participations. Certain
fees, net of origination costs, are deferred and amortized over the life of the
loan. The Company also receives fees related to existing loans, such as late
charges. Income from loan origination and commitment fees and discounts varies
with the volume and type of loans and commitments made and with competitive and
economic conditions. Note A-4 to the Consolidated Financial Statements contains
a discussion of the manner in which fees and income are recognized for financial
reporting purposes.

Nonperforming Loans

         General. Late charges on residential mortgages are assessed by the
Company if a payment is not received either by the 10th day following its due
date or 15th day if the loan has been sold in the secondary market and is being
serviced by the Company. Late charges on installment loans and commercial loans
are assessed by the Company if a payment is not received by the 10th day
following its due date. Any borrower whose payment was not received by this time
is mailed a past due notice. If the loan is still delinquent after a second past
due notice is mailed (generally around the 20th day of delinquency), a branch
employee will attempt to contact the customer to resolve any problem that might
exist.

         When an advanced stage of delinquency appears (generally around the
60th day of delinquency) and if repayment cannot be expected within a reasonable
amount of time or a repayment agreement has not been reached, the Banks will

                                      -5-
<PAGE>

contact an attorney and request that the required 30-day prior notice of
foreclosure or repossession proceedings be prepared and delivered to the
borrower so that, if necessary, foreclosure proceedings may be initiated shortly
after the loan is 90 days delinquent. Historically, this procedure has aided in
achieving a low level of nonperforming loans and, as of December 31, 2001, only
$5.2 million or 0.80% of the Company's total loan portfolio was over 90 days
delinquent or nonaccruing. As of December 31, 2001, the Company's level of
nonperforming assets to total assets was 0.87%.

       If a credit card account becomes 10 days delinquent, a notice is sent to
the account holder demanding that the payment be made to bring the account
current. Another notice is sent to the cardholder if the account becomes 20 days
delinquent. If payment is not received within 30 days, authorization requests
are denied, a message about the delinquency appears on the cardholder's account
statement, and a follow-up telephone call is made. These telephone collection
efforts and account statement messages continue until the account is deemed
uncollectible. Legal action is considered during this time. As of December 31,
2001, approximately $13,000 in outstanding balances, or 0.8% of credit card
loans were nonperforming.

       On December 31, 2001, the Company held $1.6 million in real estate and
other repossessed collateral acquired as a result of foreclosure, voluntary
deed, or other means. Such real estate is classified as "other real estate
owned" until it is sold and is recorded at the lower of cost (the unpaid
principal balance at the date of acquisition plus foreclosure and other related
costs) or fair value less estimated selling expenses. Any subsequent write-down
is charged to expense. Generally, unless the property is a one-to-four family
residential dwelling and well-collateralized, interest accrual ceases in 90
days, but no later than the date of acquisition. From that date, all costs
incurred in maintaining the property are expensed. "Other real estate owned" is
appraised during the foreclosure process, prior to the time of acquisition, and
losses are recognized for the amount by which the book value of the related
mortgage loan exceeds the estimated net realizable value of the property.

         At December 31, 2001, the Company had no impaired loans, as defined
under SFAS No. 114. At December 31, 2000, the Company had investment in impaired
loans, as defined under SFAS No. 114, totaling approximately $695,000. The
Company maintained an allowance for credit losses related to such impaired loans
of $460,000 at December 31, 2000.

         The following is a summary of the Company's loan loss experience and
selected ratios for the periods presented.

<TABLE>
<CAPTION>
                                                                            Year Ended December 31,
                                                       2001            2000          1999             1998         1997
                                                       ----            ----          ----             ----         ----
                                                                            (Dollars in thousands)
<S>                                                    <C>            <C>            <C>              <C>         <C>
Allowance for loan losses
     (beginning of period)..................       $  7,197        $  6,132      $  4,583         $  4,000     $  3,169

Loans charged off:
     1-4 family residential real estate......           172             219            80              139           22
     Multi-family and commercial real estate             50              37             9               -             -
     Commercial and industrial loans......              239               2           186              180           68
     Consumer loans........................           1,365           1,155           840              510          402
                                                    -------         -------       -------          -------      -------
          Total loans charged off............         1,826           1,413         1,115              829          492
                                                    -------         -------       -------          -------      -------

Recoveries of loans previously charged off:
     1-4 family residential real estate......            20              20            21                1           45
     Multi-family and commercial real  estate            28               3             -               -             -
     Commercial and industrial loans......                8               1             6               15            5
     Consumer loans........................             327             191           205              130          102
                                                    -------         -------       -------          -------      -------
          Total recoveries....................          383             215           232              146          152
                                                    -------         -------       -------          -------      -------

Net loans charged off.....................            1,443           1,198           883              683          340
Provision for losses on loans..................       2,591           2,263         2,432            1,266        1,171
                                                    -------         -------       -------          -------      -------
Allowance for loan losses
     (end of period)...........................    $  8,345        $  7,197      $  6,132         $  4,583     $  4,000
                                                    =======         =======       =======          =======      =======

Loans outstanding:
     Average, net..............................    $623,486        $557,038      $449,873         $387,057     $322,807
     End of period...........................      $654,426        $606,283      $514,101         $415,829     $364,797
Ratio of allowance for loan losses to
   loans outstanding at end of period......            1.28%           1.19%         1.19%            1.10%        1.10%
Ratio of net charge-offs to average
   loans outstanding........................           0.23%           0.22%         0.20%            0.18%        0.11%
</TABLE>


         At December 31, 2001, 2000 and 1999, the Company had nonperforming
loans totaling $5.2 million, $2.9 million, and $3.2 million, respectively.
Interest income that would have been recognized if such loans had performed in
accordance with contractual terms totaled approximately $416,000, $262,000, and
$287,000, for the years ended December 31, 2001, 2000 and 1999, respectively.
There was no interest income recognized on such loans during any of the periods.


                                      -6-
<PAGE>
         Allowance for Loan Losses. The amount of the allowance for loan losses
is based on management's analysis of risks inherent in the various segments of
the loan portfolio, management's assessment of known or potential problem
credits which have come to management's attention during the ongoing analysis of
credit quality, historical loss experience, current economic conditions and
other factors. If actual circumstances and losses differ substantially from
management's assumptions and estimates, such allowance for loan losses may not
be sufficient to absorb all future losses, and net earnings could be adversely
affected. Loan loss estimates are reviewed periodically, and adjustments, if
any, are reported in earnings in the period in which they become known. In
addition, the Company maintains a portion of the allowance to cover potential
losses inherent in the portfolio that have not been specifically identified.

       Although management believes that it uses the best information available
to make such determinations and that the allowance for loan losses is adequate
at December 31, 2001, future adjustments to the allowance may be necessary, and
net earnings could be affected, if circumstances and/or economic conditions
differ substantially from the assumptions used in making the initial
determinations. A downturn in the southern and central Ohio economy and
employment levels could result in the Company experiencing increased levels of
nonperforming assets and charge-offs, increased provisions for loan losses and
reductions in income. Additionally, various regulatory agencies, as an integral
part of their examination process, periodically review the Company's allowance
for loan losses. Such agencies may require the recognition of additions to the
allowance based on their judgment of information available to them at the time
of their examination.

       The following table summarizes nonperforming assets by category.

<TABLE>
<CAPTION>
                                                                                Year Ended December 31,
                                                            2001          2000            1999          1998          1997
                                                            ----          ----            ----          ----          ----
                                                                                 (Dollars in thousands)
<S>                                                         <C>           <C>              <C>            <C>          <C>
Real estate:
     Nonaccrual...................................      $    386       $    436        $  1,092      $   371       $    606
     Past due 90 days or more (1).................            40            158             411          843            608
Commercial and industrial loans:
     Nonaccrual...................................         2,813            205             444          251            143
     Past due 90 days or more (1).................           993          1,487             744          596             82
Consumer and other:
     Nonaccrual...................................           492            422             320           65            147
     Past due 90 days or more (1).................           492            161             176          295            135
                                                         -------        -------         -------      -------        -------

          Total nonperforming loans...............         5,216          2,869           3,187        2,421          1,721

Other real estate owned...........................         1,587            232             169           18            -
                                                         -------        -------         -------      -------        -------

          Total nonperforming assets..............      $  6,803       $  3,101        $  3,356     $  2,439       $  1,721
                                                         =======        =======         =======      =======        =======


Loans outstanding.................................      $654,426       $606,283        $514,101     $415,829       $364,797
Allowance for loan losses to
     total loans..................................          1.28%          1.19%           1.19%        1.10%          1.10%
Nonperforming loans to total loans................          0.80           0.47            0.62         0.58           0.47
Nonperforming assets to total assets..............          0.87           0.45            0.56         0.43           0.36
Allowance for loan losses to
     nonperforming loans..........................         160.0%         250.9%          192.4%       189.3%         232.4%
</TABLE>

(1)  Represents accruing loans 90 days or more delinquent that are considered by
     management to be well secured and in the process of collection.



        As of December 31, 2001, the Company had no loans that were included in
the nonaccrual, past due 90 days or more or restructured categories, where the
borrowers were experiencing potential credit problems that raised doubts as to
the ability of those borrowers to comply with the present loan repayment terms.











                                     -7-
<PAGE>
        Allocation of Allowance for Loan Losses. The following table presents an
analysis of the allocation of the Company's allowance for loan losses at the
dates indicated:

<TABLE>
<CAPTION>
                                                                        At December 31,
                                      2001                2000                1999                1998                1997
                                      ----                ----                ----                ----                ----
                                         Percent             Percent             Percent             Percent             Percent
                                        of loans            of loans            of loans            of loans            of loans
                                         in each             in each             in each             in each             in each
                                        category            category            category            category            category
                                        to total            to total            to total            to total            to total
                               Amount   loans(1)   Amount   loans(1)  Amount    loans(1)   Amount   loans(1)   Amount   loans(1)
                                                                     (Dollars in thousands)
<S>                              <C>      <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>      <C>
Balance at end of period
   applicable to:
1-4 family residential real
  estate.....................  $2,849     36.5%    $2,506     39.7%   $2,278      43.4%    $1,644     43.3%    $1,436     47.2%
Commercial and other loans...   1,715     51.5      1,508     45.4     1,280      41.9      1,048     41.0        809     39.2
Consumer loans...............   2,164     11.7      1,903     14.6     1,263      14.4        906     15.4        721     13.2
Credit cards.................      60      0.3         53      0.3        59       0.3         56      0.3         54      0.4
Unallocated..................   1,557       -       1,227       -      1,252        -         929       -         980       -
                                -----    -----      -----    -----     -----     -----      -----    -----      -----    -----

          Total                $8,345    100.0%    $7,197    100.0%   $6,132     100.0%    $4,583    100.0%    $4,000    100.0%
                                =====    =====      =====    =====     =====     =====      =====    =====      =====    =====
</TABLE>

(1)  Percentages are based upon loans gross of the allowance for loan losses.


        Classified Assets. The FDIC regulations on classification of assets
require commercial banks to classify their own assets and to establish
appropriate general and specific allowances for losses, subject to FDIC review.
These regulations are designed to encourage management to evaluate assets on a
case-by-case basis and to discourage automatic classifications. Assets
classified as substandard or doubtful must be evaluated by management to
determine a reasonable general loss reserve to be included in total capital for
purposes of the Banks' risk-based capital requirement, but excluded from core
capital or tangible capital or in capital under accounting principles generally
accepted in the United States of America. Assets classified as loss must be
either written off or reserved for by a specific allowance that is not counted
toward capital for purposes of any of the regulatory capital requirements.

       Investments. Investment securities primarily satisfy the Company's
liquidity needs and provide a return on residual funds after lending activities.
Pursuant to the Company's written investment policy, investments may be in
interest-bearing deposits, U.S. Government and agency obligations, trust
preferred securities, state and local government obligations and
government-guaranteed mortgage-backed securities. The Company does not invest in
securities that are rated less than investment grade by a nationally recognized
statistical rating organization. A goal of the Company's investment policy is to
limit interest rate risk.

       All securities-related activity is reported to the Board of Directors of
the Company. General changes in investment strategy must be reviewed and
approved by the Company's Board of Directors. The Company's senior management
can purchase and sell securities on behalf of the Company in accordance with the
Company's stated investment policy.











                                      -8-
<PAGE>
         The following table sets forth the carrying value of the Company's
investment portfolio as indicated and includes both investments designated as
available for sale and those designated as held to maturity.

<TABLE>
<CAPTION>
                                                                                 At December 31,
                                                                                 ---------------
                                                                     2001              2000             1999
                                                                     ----              ----             ----
                                                                              (Dollars in thousands)
Held-to-maturity:
<S>                                                                   <C>               <C>              <C>
     Trust preferred securities...............................      $ 3,407          $ 4,947           $     -

Available-for-sale:

     U.S. Government and agency obligations...................       57,411           49,277            49,936

     State and local government obligations...................       18,003            7,046             3,402

     Other securities.........................................          160              157               147
                                                                     ------           ------            ------

          Total investment securities available-for-sale......       75,574           56,480            53,485
                                                                     ------           ------            ------


          Total investment securities.........................      $78,981          $61,427           $53,485
                                                                     ======           ======            ======
</TABLE>


         The following table reflects the maturities of the Company's investment
securities at December 31, 2001.


<TABLE>
<CAPTION>
                                      Due in           Due after one year     Due after five years
                                 one year or less      through five years       through ten years     Due after ten years
                                 ----------------      ------------------      -----------------       ------------------
                                 Amount     Rate        Amount     Rate        Amount      Rate         Amount     Rate        Total
                                 ------     ----        ------     ----        ------      ----         ------     ----        -----
<S>                                <C>       <C>          <C>       <C>         <C>         <C>          <C>         <C>         <C>
Held-to-maturity:

   Trust preferred securities..    $  -       -            $ -       -         $    -         -        $ 3,407      9.14%    $ 3,407

Available-for-sale:

   U.S. Government and
     agency obligations........     514     6.38%          513     4.88%       12,850       6.53%       43,534      7.12%     57,411

   Municipal obligations......      132     5.00%          230     6.09%        1,528       5.61%       16,113      5.14%     18,003

   Other securities.............      -       -              -       -              -         -            160      1.20%        160
                                    ---     ----           ---     ----        ------       ----        ------      ----      ------

Total available-for-sale......      646     6.09%          743     5.25%       14,378       6.44%       59,807      6.57%     75,574
                                    ---     ----           ---     ----        ------       ----        ------      ----      ------

Total investment securities..      $646     6.09%         $743     5.25%      $14,378       6.44%      $63,214      6.71%    $78,981
                                    ===     ====           ===     ====        ======       ====        ======      ====      ======
</TABLE>


Source of Funds

       Deposit Accounts. Savings deposits are a major source of the Company's
funds. The Company offers a number of alternatives for depositors designed to
attract both commercial and regular consumer checking and savings including
regular and money market savings accounts, NOW accounts, and a variety of
fixed-maturity, fixed-rate certificates with maturities ranging from 3 to 60
months. The Company has also utilized brokered deposits as a supplement to its
local deposits when such funds are attractively priced in relation to the local
market.









                                      -9-
<PAGE>
       The distribution of the Company's deposit accounts by type and rate is
set forth in the following table.
<TABLE>
<CAPTION>
                                                                              At December 31,
                                                                               ---------------
                                                            2001                    2000                    1999
                                                            ----                    ----                    ----
                                                      Amount    Percent       Amount    Percent       Amount    Percent
                                                      ------    -------       ------    -------       ------    -------
                                                                             (Dollars in thousands)
<S>                                                    <C>        <C>         <C>          <C>         <C>         <C>
          Demand deposit accounts.............       $ 60,840    10.0%      $ 45,762       8.1%     $ 42,574       8.7%

          Savings accounts....................        39,324     6.4         40,451       7.2        45,901       9.4

          NOW accounts........................         44,711     7.3         33,996       6.0        31,824       6.5

          Money market deposit accounts.......          9,176     1.5         11,041       2.0        13,039       2.7

          Premium investment accounts.........         60,652     9.9         47,339       8.5        30,037       6.1

          Select investment accounts..........         13,008     2.1         14,609       2.6        12,728       2.6
                                                      -------   -----        -------     -----       -------     -----

          Total transaction accounts..........        227,711    37.2        193,198      34.4       176,103      36.0


          Certificates of deposit:

               2.00 - 4.99%...................        252,864    41.3         11,838       2.1        86,208      17.7
               5.00 - 6.99%...................        130,574    21.3        353,726      62.9       225,869      46.2
               7.00 - 8.00%...................          1,055     0.2          3,652       0.6           563       0.1
                                                      -------   -----        -------     -----       -------     -----

          Total certificates of deposit.......        384,493    62.8        369,216      65.6       312,640      64.0
                                                      -------   -----        -------     -----       -------     -----

          Total deposits......................       $612,204   100.0%      $562,414     100.0%     $488,743     100.0%
                                                      =======   =====        =======     =====       =======     =====
</TABLE>

       The following table presents various interest rate categories and certain
information concerning maturities of the Company's certificates of deposit at
December 31, 2001.
<TABLE>
<CAPTION>
                                                                                   One to            Over
                                                                 Within             three            three
              Certificates of Deposit Accounts                  one year            years            years            Total
              --------------------------------                  --------            -----            -----            -----
                                                                                        (In thousands)
<S>                                                                <C>              <C>                <C>             <C>
4.00% and less......................................             $ 52,956        $ 23,659           $     6         $ 76,621

4.01% to 5.00%......................................              123,336          48,505             6,858          178,699

5.01% to 6.00%......................................               52,600          19,082             3,503           75,185

6.01% to 7.00%......................................               51,286             859             1,212           53,357

7.01% to 8.00%......................................                  581              50                 -              631
                                                                  -------          ------            ------          -------

Total...............................................             $280,759         $92,155           $11,579         $384,493
                                                                  =======          ======            ======          =======
</TABLE>

       The following table sets forth the amount of the Company's certificates
of deposit that are $100,000 or greater, by time remaining until maturity, as of
December 31, 2001.

                           Maturity Period                    Amount
                           ---------------                    ------
                                                          (In thousands)

              Three months or less                          $ 30,634

              Over three months through six months            17,283

              Over six through 12 months                      38,415

              Over 12 months                                  34,668
                                                             -------

                   Total                                    $121,000
                                                             =======

       Borrowings. In addition to deposits and repayment of loan principal, the
Company obtains funds necessary for its lending activities and other general
business purposes through loans (advances) from the Federal Home Loan Bank
("FHLB") of Cincinnati. Advances from the FHLB may be on a secured or unsecured



                                      -10-
<PAGE>

basis depending upon a number of factors, including the purpose for which the
funds are being borrowed and the total of outstanding advances. The Company
typically utilizes FHLB advances to fund loans and to meet short-term liquidity
needs. As of December 31, 2001, the Banks had outstanding FHLB advances totaling
$93.9 million. See Note F to the consolidated financial statements for
additional information regarding FHLB advances. The Company also has
arrangements to borrow funds from commercial banks.

         In March 2000, a Delaware trust owned by the Company (the "Trust"),
issued $5.0 million of mandatorily redeemable debt securities. The debt
securities issued by the Trust are included in the Company's regulatory capital,
specifically as a component of Tier I capital. The subordinated debentures are
the sole assets of the Trust, and the Company owns all of the common securities
of the Trust. Interest payments on the debt securities are made semi-annually at
an annual fixed interest rate of 10.875% and are reported as a component of
interest expense on borrowings. The net proceeds received by the Company from
the sale of the debt securities were used for general corporate purposes,
including repurchasing the Company's common stock and providing general working
capital.

       The following table sets forth the maximum amount of the Company's FHLB
advances and other borrowings outstanding at any month end during the periods
shown and the average aggregate balances of FHLB advances and other borrowings
for such periods:

<TABLE>
<CAPTION>
                                                                             Year ended December 31,
                                                                             -----------------------
                                                                         2001           2000          1999
                                                                         ----           ----          ----
                                                                              (Dollars in thousands)
        Maximum amount outstanding:
<S>                                                                      <C>             <C>            <C>
             FHLB advances                                             $ 93,942         $86,319      $71,147
             Junior subordinated debentures                               5,000           5,000            -
             Other borrowings                                             5,918           2,443        1,172
                                                                        -------          ------       ------
                                                                       $104,860         $93,762      $72,319
                                                                        =======          ======       ======
             Average amount of FHLB advances and other borrowings
                  outstanding                                          $ 87,151         $72,029      $54,192
                                                                        =======          ======       ======

             Weighted-average interest rate of total borrowings            5.81%           6.73%        6.14%
</TABLE>

       The following table sets forth certain information as to the Company's
FHLB advances and other borrowings at the dates indicated.


<TABLE>
<CAPTION>
                                                                                   December 31,
                                                                                   ------------
                                                                           2001         2000          1999
                                                                           ----         ----          ----
                                                                                  (In thousands)
<S>                                                                         <C>        <C>              <C>
       FHLB advances                                                   $  93,942      $70,152       $59,680

       Junior subordinated debentures                                      5,000        5,000             -

       Other borrowings                                                    5,918        2,443         1,172
                                                                        --------       ------        ------

            Total borrowings                                           $104,860       $77,595       $60,852
                                                                        =======        ======        ======
</TABLE>


         Asset and Liability Management. Net interest income, the difference
between the yield on interest-earning assets and the cost of interest-bearing
liabilities, is the principal component of the Company's net earnings. The
ability to maximize net interest income is largely dependent upon the
achievement of a positive interest rate spread that can be sustained during
fluctuations in prevailing interest rate levels. Interest rate sensitivity is a
measure of the difference between amounts of interest-earning assets and
interest-bearing liabilities which either reprice or mature within a given
period of time. The difference, or the interest rate repricing "gap", provides
an indication of the extent to which a financial institution's interest rate
spread will be affected by changes interest rates. A gap is considered positive
when the amount of interest-rate sensitive assets exceeds the amount of
interest-rate sensitive liabilities and is considered negative when the amount
of interest-sensitive liabilities exceeds the amount of interest-sensitive
assets. Generally, during a period of rising interest rates, a negative gap
within shorter maturities would adversely affect net interest income, while a
positive gap within shorter maturities would result in an increase in net
interest income. Conversely, during a period of falling interest rates, a
negative gap within shorter maturities would result in an increase in net
interest income, while a positive gap within shorter maturities would have the
opposite effect.

         In recognition of the foregoing factors, the Board of Directors of each
of the Banks and Action have implemented an asset and liability management
strategy directed toward improving each entity's interest rate sensitivity. The

                                      -11-
<PAGE>

principal common elements of such strategies include (1) meeting the consumer
preference for fixed-rate loans by selling such loans in the secondary market,
(2) originating adjustable-rate mortgage loans ("ARMs") as demand increases
coincident with an overall rise in interest rates in the economy, (3)
maintaining higher levels of liquid assets, such as cash, short-term
interest-earning deposits and short-term investment securities as a hedge
against rising interest rates in a lower interest rate environment, and (4)
utilizing FHLB advances and longer term certificates of deposit as funding
sources when available.

         The following table contains information regarding the amounts of
various categories of assets and liabilities contractually repricing within the
periods indicated without consideration of loan prepayment assumptions or
deposit decaying assumptions:
<TABLE>
<CAPTION>

December 31, 2001
                                                                                Year Ending December 31,
                                                                                                            2006 and
                                                            2002         2003        2004         2005        after       Total
                                                            ----         ----        ----         ----        -----       -----
<S>                                                         <C>           <C>         <C>         <C>          <C>         <C>
Interest-earning assets:
     Federal funds sold                                 $  11,651   $       -     $       -   $      -     $      -     $ 11,651
     Interest-bearing deposits                                278           -             -          -            -          278
     Investment securities                                    646         230           513          -       77,592       78,981
     Loans receivable                                     159,711      64,628        43,538     29,013      349,191      646,081
     Other interest-earnings assets                             -           -             -          -        5,356        5,356
                                                          -------    --------      --------    -------      -------      -------
          Total                                           172,286      64,858        44,051     29,013      432,139      742,347

Interest-bearing liabilities:
    Deposits                                              507,724      72,206        19,949      7,670        4,655      612,204
    Borrowings                                             21,988      10,700         1,485      4,006       66,681      104,860
                                                          -------    --------      --------    -------      -------      -------
          Total                                           529,712      82,906        21,434     11,676       71,336      717,064
                                                          -------    --------      --------    -------      -------      -------

Excess (deficiency) of interest rate sensitive assets
   over interest sensitive liabilities                  $(357,426)  $ (18,048)    $  22,617   $  17,337    $360,803     $ 25,283
                                                         ========    ========      ========    ========     =======      =======

Cumulative excess (deficiency) of interest sensitive
   assets assets over interest sensitive liabilities    $(357,426)  $(375,474)    $(352,857)  $(335,520)   $ 25,283     $ 25,283
                                                         ========    ========      ========    ========     =======      =======

Cumulative interest rate sensitivity gap to total
   assets                                                  (45.92)%    (48.24)%      (45.34)%    (43.11)%      3.25%       3.25%
                                                           ======      ======        ======      ======        ====        ====
</TABLE>


<TABLE>
<CAPTION>
December 31, 2000
                                                                                Year Ending December 31,
                                                                                                           2005 and
                                                           2001         2002          2003        2004        after       Total
                                                           ----         ----          ----        ----        -----       -----
<S>                                                         <C>           <C>         <C>         <C>          <C>         <C>
Interest-earning assets:
     Federal funds sold                                 $      77   $       -     $       -   $      -     $      -     $     77
     Interest-bearing deposits                                365           -             -          -            -          365
     Investment securities                                  5,131       2,914         1,374        901       51,107       61,427
     Loans receivable                                     129,827      57,740        47,971     26,634      336,914      599,086
     Other interest-earnings assets                             -           -             -          -        4,981        4,981
                                                          -------    --------      --------    -------      -------      -------
          Total                                           135,400      60,654        49,345     27,535      393,002      665,936

Interest-bearing liabilities:
    Deposits                                              358,489      94,827        59,717     13,885       35,496      562,414
    Borrowings                                             46,657       4,026         6,642      1,543       18,727       77,595
                                                          -------    --------      --------    -------      -------      -------
          Total                                           405,146      98,853        66,359     15,428       54,223      640,009
                                                          -------    --------      --------    -------      -------      -------

Excess (deficiency) of interest rate sensitive assets
   over interest sensitive liabilities                  $(269,746)  $ (38,199)    $ (17,014)  $  12,107    $338,779     $ 25,927
                                                         ========    ========      ========    ========     =======      =======

Cumulative excess (deficiency) of interest sensitive
   assets assets over interest sensitive liabilities    $(269,746)  $(307,945)    $(324,959)  $(312,852)   $ 25,927     $ 25,927
                                                         ========    ========      ========    ========     =======      =======

Cumulative interest rate sensitivity gap to total
   assets                                                  (38.82)%    (44.31)%      (46.76)%    (45.02)%      3.73%       3.73%
                                                           ======      ======        ======      ======        ====        ====
</TABLE>




                                      -12-

<PAGE>
Personnel

       At December 31, 2001, the Company and its subsidiaries employed 257
persons on a full-time basis and 22 persons on a part-time basis.

Executive Offices

       The Company's executive office is located at 14621 State Route 93,
Jackson, Ohio 45640 and its telephone number is (740) 286-3283.

Subsidiaries

       The Company owns all of the outstanding stock of Oak Hill Banks, an Ohio
state-chartered bank, which was founded in 1902. The Company owns all of the
outstanding stock of Action Finance Company, a consumer finance company that was
formed in 1998. The Company owns all of the outstanding stock of Towne Bank, an
Ohio state-chartered bank. The Company owns all of the outstanding stock of Oak
Hill Capital Trust I, a Delaware statutory trust that was formed in 2000. The
Company owns all of the outstanding stock of Oak Hill Insurance Agency, Inc.,
which conducts business as McNelly, Patrick & Associates, a group health
insurance and employee benefits agency acquired in August 2001. In addition, the
Company has a 49% ownership interest in Oak Hill Title Agency, LLC, a limited
liability company that was formed in 2001 and commenced operations in January
2002 to provide title services for commercial and residential real estate
transactions.

Regulation

       Oak Hill Banks and Towne Bank, as Ohio state-chartered banks, are subject
to supervision and regular examination by the Superintendent of Financial
Institutions of the State of Ohio. The Banks are insured by the Federal Deposit
Insurance Corporation and are subject to the provisions of the Federal Deposit
Insurance Act. To the extent that the information below consists of summaries of
certain statutes or regulations, it is qualified in its entirety by reference to
the statutory or regulatory provisions described.

       The Company is subject to the provisions of the Bank Holding Company Act
of 1956, as amended (the "Act"), which requires a bank holding company to
register under the Act and to be subject to supervision and examination by the
Board of Governors of the Federal Reserve System. A bank holding company is
required to file with the Board of Governors an annual report and such
additional information as the Board of Governors may require pursuant to the
Act. The Act requires prior approval by the Board of Governors of the
acquisition by a bank holding company, or any subsidiary thereof, of 5% or more
of the voting stock or substantially all the assets of any bank within the
United States.

       A bank holding company located in the State of Ohio is not permitted to
acquire a bank or other financial institution located in another state unless
such acquisition is specifically authorized by the statutes of such state. The
Act further provides that the Board of Governors shall not approve any such
acquisition that would result in a monopoly or would be in furtherance of any
combination or conspiracy to monopolize or attempt to monopolize the business of
banking in any part of the United States, or the effect of which may be to
substantially lessen competition or to create a monopoly in any section of the
country, or that in any other manner would be in restraint of trade, unless the
anti-competitive effects of the proposed transaction are clearly outweighed in
the public interest by the probable effect of the transaction in meeting the
convenience and needs of the community to be served.

       The Act also prohibits a bank holding company, with certain exceptions,
from acquiring 5% or more of the voting stock of any company that is not a bank
and from engaging in any business other than banking or performing services for
its banking subsidiary without the approval of the Board of Governors. In
addition, the acquisition of a thrift institution must be approved by the Office
of Thrift Supervision pursuant to the savings and loan holding company
provisions of the Home Owners' Loan Act of 1933. On March 13, 2000, the
Financial Services Act of 1999, also known as the Gramm-Leach-Bliley Act, became
effective. This legislation repealed certain cross-industry affiliation
prohibitions and made certain other changes to the Act. It authorized a new form
of holding company, a financial holding company, which with certain exceptions
is authorized to undertake activities which are "financial in nature" and which
include banking, insurance and securities activities. Generally, the scope of
activities permitted to a financial holding company are broader than those
previously permitted to a bank holding company. A bank holding company may elect
to become a financial holding company. The Company made this election and was
notified on July 11, 2001 by the Federal Reserve Bank that its election had been
approved. Under the Act, as amended by the Gramm-Leach-Bliley Act, the Company
is permitted to engage in certain activities, including mortgage banking,
operating small loan companies, factoring, furnishing certain data processing
operations, holding or operating properties used by banking subsidiaries or
acquired for such future use, providing certain investment and financial advice,
leasing (subject to certain conditions) real or personal property, providing

                                      -13-
<PAGE>

management consulting advice to certain depository institutions, providing
securities brokerage services, arranging commercial real estate equity
financing, underwriting and dealing in government obligations and money market
instruments, providing consumer financial counseling, operating a collection
agency, owning and operating a savings association, operating a credit bureau
and conducting certain real estate investment activities and acting as insurance
agent for certain types of insurance. Certain other activities, including real
estate brokerage and syndication, land development, and property management not
related to credit transactions, are not permissible.

       The Act and the regulations of the Board of Governors prohibit a
financial holding company and its subsidiaries from engaging in certain tie-in
arrangements in connection with any extension of credit, lease or sale of
property, or furnishing of services.

         The Act also imposes certain restrictions upon dealing by affiliated
banks with the holding company and among themselves including restrictions on
interbank borrowing and upon dealings in respect to the securities or
obligations of the holding company or other affiliates.

       On October 26, 2001 President Bush signed the USA Patriot Act of 2001
(the "Patriot Act"). Enacted in response to the September 11, 2001 terrorist
attacks, the Patriot Act is intended to strengthen the ability of various
agencies of the United States to work cohesively to combat terrorism on a
variety of fronts. The potential impact of the Patriot Act on financial
institutions of all kinds is significant and wide ranging. The Patriot Act
contains sweeping anti-money laundering and financial transparency laws and
requires various regulations, including:

o    Due diligence  requirements  for financial  institutions  that  administer,
     maintain,  or manage  private bank accounts or  correspondent  accounts for
     non-U.S. persons;

o    Standards for verifying customer identification at account opening;

o    Rules to promote cooperation among financial institutions,  regulators, and
     law  enforcement  entities in  identifying  parties that may be involved in
     terrorism or money laundering;

o    Reports by  non-financial  trades  and  business  filed  with the  Treasury
     Department's   Financial  Crimes   Enforcement   Network  for  transactions
     exceeding $10,000 and;

o    Filing of suspicious  activities  reports securities by brokers and dealers
     if they believe a customer may be violating U.S. laws and regulations.

       The Company is not able to predict the impact of such laws on its
   financial condition or results of operations at this time.

       The earnings of banks and consumer finance companies, and therefore the
earnings of the Company (and its subsidiaries), are affected by the policies of
regulatory authorities, including the Board of Governors of the Federal Reserve
System. An important function of the Federal Reserve Board is to regulate the
national supply of bank credit in an effort to prevent recession and to restrain
inflation. Among the procedures used to implement these objectives are open
market operations in U.S. Government securities, changes in the discount rate on
member bank borrowings, and changes in reserve requirements against member bank
deposits. These procedures are used in varying combinations to influence overall
growth and distribution of bank loans, investments and deposits, and their use
also may affect interest rates charged on loans or paid for deposits. Monetary
policies of the Federal Reserve Board have had a significant effect on the
operating results of commercial banks in the past and are expected to continue
to do so in the future. The effect, if any, of such policies upon the future
business and earnings of the Company cannot accurately be predicted. The Company
makes no attempt to predict the effect on its revenues and earnings of changes
in general economic, industrial, and international conditions or in legislation
and governmental regulations.

Business Risks

       Except for the historical information contained herein, the matters
discussed in this Form 10-K include certain forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are
intended to be covered by the safe harbors created thereby. Those statements
include, but may not be limited to, all statements regarding the intent, belief
and expectations of the Company and its management, such as statements


                                      -14-
<PAGE>

concerning the Company's future profitability. Investors are cautioned that all
forward-looking statements involve risks and uncertainties including, without
limitation, factors detailed from time to time in the Company's filings with the
Securities and Exchange Commission. Although the Company believes that the
assumptions underlying the forward-looking statements contained herein are
reasonable, any of the assumptions could be inaccurate. Therefore, there can be
no assurance that the forward-looking statements included in this Form 10-K will
prove to be accurate, and in light of the significant uncertainties inherent in
the forward-looking statements included herein, the inclusion of such
information should not be regarded as a presentation by the Company or any other
person that the objectives and plans of the Company will be achieved.

       Growth Strategy. The Company has pursued and continues to pursue a
strategy of growth. The success of the Company's growth strategy will depend
largely upon its ability to manage its credit risk and control its costs while
providing competitive products and services. This growth strategy may present
special risks, such as the risk that the Company will not efficiently handle
growth with its present operations, the risk of dilution of book value and
earnings per share as a result of an acquisition, the risk that earnings will be
adversely affected by the start-up costs associated with establishing new
products and services, the risk that the Company will not be able to attract and
retain qualified personnel needed for expanded operations, and the risk that its
internal monitoring and control systems may prove inadequate.

       Control by Management; Anti-Takeover Provisions. Evan E. Davis, John D.
Kidd and D. Bruce Knox (the "Principal Stockholders") beneficially own in the
aggregate approximately 33.9% of the outstanding shares of Common Stock of the
Company. In addition to Ohio and federal laws and regulations governing changes
in control of insured depository institutions, the Company's Articles of
Incorporation and Code of Regulations contain certain provisions that may delay
or make more difficult an acquisition of control of the Company. For example,
the Company's Articles of Incorporation do not exempt the Company from the
provisions of Ohio's "control share acquisition" and "merger moratorium"
statutes. Assuming that the Principal Stockholders continue to retain the number
of the outstanding voting shares of the Company that they presently own and the
law of Ohio requires, as it presently does, at least two-thirds majority vote of
the outstanding shares to approve a merger or other consolidation, unless the
articles of incorporation of the constituent companies provide for a lower
approval percentage for the transaction, which the Company's articles do not
provide, such ownership position could be expected to deter any prospective
acquirer from seeking to acquire ownership or control of the Company, and the
Principal Stockholders would be able to defeat any acquisition proposal that
requires approval of the Company's stockholders, if the Principal Stockholders
chose to do so. In addition, the Principal Stockholders may make a private sale
of shares of common stock of the Company that they own, including to a person
seeking to acquire ownership or control of the Company. The Company has
3,000,000 shares of authorized but unissued preferred stock, par value $ .01 per
share, which may be issued in the future with such rights, privileges and
preferences as are determined by the Board of Directors of the Company. In
December 1997, the Board of Directors of the Company approved and adopted a
stockholder rights plan that contemplates the issuance of rights to purchase
preferred stock of the Company to the Company's common stockholders of record as
of February 17, 1998, as set forth in the Rights Agreement entered into between
the Company and Fifth Third Bank on January 23, 1998. On December 26, 2000, the
Company amended the Rights Agreement to appoint Registrar and Transfer Company
as successor Rights Agent under the Rights Agreement due to the resignation of
Fifth Third Bank as Rights Agent. The Board of Directors of the Company approved
the appointment of Registrar and Transfer Company pursuant to a resolution dated
November 14, 2000. John D. Kidd and Evan E. Davis also have entered into a
Buy-Sell Agreement dated April 11, 2001 (the "Agreement"), whereby in the event
of either one's death, the survivor shall have the right to purchase some or all
of the shares of the Company held by the deceased's estate. In connection with
the Agreement, Mr. Kidd and Mr. Davis each have executed a Limited Power of
Attorney giving the other sole right, power and authority to vote all of the
shares of the Company that he holds in the event of his incapacity.

         Limited Trading Market; Shares Eligible for Future Sale; Possible
Volatility of Stock Price. The Common Stock is traded on the Nasdaq National
Market under the symbol "OAKF." During the 12 months ending March 8, 2002, the
average weekly trading volume in the Common Stock has been less than 15,000
shares per week. There can be no assurance given as to the liquidity of the
market for the Common Stock or the price at which any sales may occur, which
price will depend upon, among other things, the number of holders thereof, the
interest of securities dealers in maintaining a market in the Common Stock and
other factors beyond the control of the Company. The market price of the Common
Stock could be adversely affected by the sale of additional shares of Common
Stock owned by the Company's current shareholders. The Principal Shareholders
are permitted to sell certain limited amounts of Common Stock without
registration, pursuant to Rule 144 under the Securities Act. The market price
for the Common Stock could be subject to significant fluctuations in response to
variations in quarterly and yearly operating results, general trends in the
banking industry and other factors. In addition, the stock market can experience
price and volume fluctuations that may be unrelated or disproportionate to the
operating performance of affected companies. These broad fluctuations may
adversely affect the market price of the Common Stock.

         Dependence  on  Management.  The  Company's  success  depends to a
great extent on its senior  management,  including its Chairman,  Evan E. Davis;
President, John D. Kidd; Executive Vice President, Richard P. LeGrand; Executive
Vice President and Chief Operating Officer, David G. Ratz; and Secretary, H. Tim
Bichsel;  Vice President,  Ralph E. Coffman,  Jr.; Treasurer and Chief Financial

                                      -15-
<PAGE>

Officer,  Ronald J. Copher;  and Chief Information  Officer,  D. Bruce Knox. The
loss of their  individual  services could have a material  adverse impact on the
Company's  financial  stability and its operations.  In addition,  the Company's
future  performance  depends on its ability to attract and retain key  personnel
and  skilled  employees,  particularly  at  the  senior  management  level.  The
Company's financial stability and its operations could be adversely affected if,
for any reason,  one or more key executive  officers  ceased to be active in the
Company's management. The Company does not own or currently plan to acquire "key
man" life insurance on the lives of any of its key employees.

         Competition. Banking institutions operate in a highly competitive
environment. The Company competes with other commercial banks, credit unions,
savings institutions, finance companies, mortgage companies, mutual funds, and
other financial institutions, many of which have substantially greater financial
resources than the Company. Certain of these competitors offer products and
services that are not offered by the Company and certain competitors are not
subject to the same extensive laws and regulations as the Company. Additionally,
consolidation of the financial services industry in Ohio and in the Midwest in
recent years has increased the level of competition. Recent and proposed
regulatory changes may further intensify competition in the Company's market
area.

         Holding Company Structure; Government Regulations and Policies. The
Company is a financial holding company, which is substantially dependent on the
profitability of its subsidiaries and the upstream payment of dividends from the
Banks to the Company. Under state and federal banking law, the payment of
dividends by the Company and the Banks are subject to capital adequacy
requirements. The inability of the Banks to generate profits and pay such
dividends to the Company, or regulator restrictions on the payment of such
dividends to the Company even if earned, would have an adverse effect on the
financial condition and results of operations of the Company and the Company's
ability to pay dividends to the shareholders.


Item 2.  Properties.

         The registrant and its subsidiaries operate from 24 full-service
banking offices, six full-service consumer finance offices, and two loan
production offices in Ohio. In addition, the Company operates two executive
offices in Jackson, Ohio and executive offices and an operations center in Blue
Ash, Ohio. The offices are located in the following counties:
<TABLE>
<CAPTION>
                                                                  Subsidiaries
                                       Oak Hill     Oak Hill    Action     Towne     McNelly     Oak Hill
                County                 Financial     Banks      Finance    Bank      Patrick      Title
                ------                 ---------     -----      -------    ----      -------      -----
<S>                                      <C>          <C>         <C>       <C>        <C>          <C>
                Adams                      -           -           1         -          -           -
                Athens                     -           1           -         -          -           -
                Butler                     -           -           -         2          -           -
                Franklin                   -           1           -         -          -           -
                Gallia                     -           1           1         -          -           -
                Hamilton(1)                -           -           -         5          -           -
                Hocking                    -           1           -         -          -           -
                Jackson(2)                 1           6           2         -          1           -
                Lawrence                   -           1           -         -          -           -
                Pickaway                   -           1           1         -          -           -
                Ross                       -           3           -         -          -           -
                Scioto                     -           3           1         -          -           1
                Vinton                     -           1           -         -          -           -
                Warren                     -           -           -         2          -           -
</TABLE>

               (1)  Includes  executive  offices and operations  center of Towne
                    Bank.

               (2)  Includes  executive  offices of Oak Hill  Financial  and Oak
                    Hill Banks.

         The following table indicates which properties the Company leases, the
term of the lease, and end of lease options. All leases are comparable to other
leases in the respective market areas and do not contain provisions detrimental
to the Company or its subsidiaries.


                                      -16-
<PAGE>

<TABLE>
<CAPTION>
                                             Beginning                       End of Lease Five Year Renewal Options
Property                                and Length of Term              One                    Two                 Three
--------                                ------------------              ---                    ---                 -----
<S>                                       <C>         <C>               <C>                    <C>                   <C>
Chillicothe                              11/1/98     5 years             X
Chillicothe K-Mart                       6/28/94     5 years                                    X
West Portsmouth                          2/18/97     8 years                                                         X
Jackson Walmart                          10/28/98    5 years                                    X
Oak Hill Banks
   Administrative Offices                10/1/98     5 years             X
Action Finance Jackson                   1/14/98     5 years                                    X
Action Finance Wellston                  1/3/98      5 years                                    X
Action Finance West Union                10/1/99     5 years             X
Action Finance Portsmouth                11/1/99     5 years             X
Action Finance Circleville               11/1/00     5 years             X
Action Finance Gallipolis                2/1/01      3 years             One - three year renewal option
Columbus loan production                 6/1/99      1 month             Renewable on a monthly basis
Lancaster loan production                12/1/99     3 years             Renegotiable at the end of the lease
Logan                                    12/1/99     1 year              Two - one year renewal options
Delhi                                    3/1/00      7 years             Two - five year renewal options
Middletown                               8/19/99     10 years            Two - five year renewal options
Towne Bank operations                    9/24/99     3 years             Two - three year renewal options
Oak Hill Title Agency, LLC               10/1/01     5 years             No renewal options
</TABLE>

Item 3.  Legal Proceedings.

         Except for routine litigation incident to their business, the
registrant and its subsidiaries are not a party to any material pending legal
proceedings and none of their property is the subject of any such proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders.

         No matters were submitted to the shareholders during the fourth quarter
of 2001.

                                     PART II

Item 5.  Market for the Registrant's Common Equity and Related Shareholder
         Matters.

SHAREHOLDER INFORMATION

         The common stock of the Company is traded on the Nasdaq National Market
System under the symbol "OAKF."

         The high and low sales prices for the Company common stock during each
quarter of 2001 and 2000 are as follows:

Quarter
 Ended                      High            Low

12/31/01                    $16.40         $14.80
 9/30/01                     17.25          14.00
 6/30/01                     16.00          12.75
 3/31/01                     15.19          12.50
12/31/00                     15.94          13.88
 9/30/00                     16.50          13.56
 6/30/00                     16.38          12.25
 3/31/00                     15.44          12.75


         At February 8, 2002, the Company had approximately 2,200 stockholders
and 5,274,445 shares of common stock outstanding.


                                      -17-
<PAGE>

         Dividends. The ability of the Company to pay cash dividends to
stockholders is limited by its ability to receive dividends from its subsidiary.
The State of Ohio places certain limitations on the payment of dividends by Ohio
state-chartered banks.

         The Company declared the following dividends per share in 2001 and
2000:

Quarter                    Dividend
 Ended                     Declared

12/31/01                      $0.12
 9/30/01                       0.11
 6/30/01                       0.11
 3/31/01                       0.11
12/31/00                       0.11
 9/30/00                       0.10
 6/30/00                       0.10
 3/31/00                       0.10

         Future cash and stock dividends will be subject to determination and
declaration by the Board of Directors of the Company, taking into consideration,
among other factors, the Company's financial condition and results of
operations, investment opportunities, capital requirements, and regulatory
limitations.

         Stock Transfer Agent. Inquiries regarding stock transfer, registration,
lost certificates, or changes in name and address should be directed in writing
to the Company's stock transfer agent:

The Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ 07016-3572
(800) 456-0596

         Annual  Meeting of  Shareholders.  The Annual Meeting of  Shareholders
of Oak Hill  Financial,  Inc. will be held on April 9, 2002 at 1:00 p.m. at the
Ohio State University  Extension South District  Office,  17 Standpipe Road,
Jackson, Ohio.






























                                      -18-
<PAGE>

Item 6.  Selected Financial Data
<TABLE>
<CAPTION>
                                                                    At or For the Year Ended December 31,
                                                        2001             2000            1999             1998             1997
                                                                      (In thousands, except share data)

SUMMARY OF FINANCIAL CONDITION (1) (2)
<S>                                                     <C>              <C>             <C>              <C>               <C>
Total assets                                          $778,332         $694,905        $600,330         $552,846         $473,500
Interest-bearing deposits
   and federal funds sold                               11,929              442           4,516           12,197            4,031
Investment securities                                   78,981           61,427          53,485          100,143           81,463
Loans receivable-- net (3)                             646,081          599,086         507,969          411,246          360,797
Deposits                                               612,204          562,414         488,743          465,510          391,215
Federal Home Loan Bank (FHLB)
   advances and other borrowings                       104,860           77,595          60,852           37,413           37,708
Stockholders' equity                                    56,349           50,224          48,025           46,858           41,521


SUMMARY OF OPERATIONS (1) (2)

Interest income                                       $ 59,704         $ 54,579        $ 45,251         $ 41,599         $ 36,089
Interest expense                                        30,777           29,505          22,416           21,335           18,622
                                                       -------          -------         -------          -------          -------

   Net interest income                                  28,927           25,074          22,835           20,264           17,467
Provision for losses on loans                            2,591            2,263           2,432            1,266            1,171
                                                       -------          -------         -------          -------          -------

   Net interest income after
      provision for losses on loans                     26,336           22,811          20,403           18,998           16,296
Gain on sale of loans                                    1,385              174             477            1,418              250
Gain on sale of branch                                     900               --              --               --               --
Gain (loss) on sale of assets                               27            (328)          (2,141)             281              (33)
Insurance commissions                                    2,203            2,090           1,720            1,506            1,370
Other income                                             2,676            2,498           2,068            1,563            1,429
General, administrative and other expense (4) (5)(6)    20,672           17,734          16,335           13,189           12,403
                                                       -------          -------         -------          -------          -------

   Earnings before federal income
      taxes                                             12,855            9,511           6,192           10,577            6,909
Federal income taxes                                     4,133            3,174           2,098            3,445            2,449
                                                       -------          -------         -------          -------          -------

Net earnings                                          $  8,722         $  6,337        $  4,094         $  7,132         $  4,460
                                                       =======          =======         =======          =======          =======


PER SHARE INFORMATION (7)

Basic earnings per share                                $ 1.66            $1.17          $  .75            $1.31            $ .82
Book value                                               10.70             9.51            8.74             8.67             7.64
</TABLE>









                                      -19-

<PAGE>
<TABLE>
<CAPTION>
                                                                 At or For the Year Ended December 31,
                                                   2001             2000            1999             1998             1997

OTHER STATISTICAL AND
OPERATING DATA
<S>                                                <C>              <C>              <C>              <C>               <C>
Return on average assets                           1.20%            0.99%           0.72%            1.39%            1.00%
Return on average equity                          16.45            12.98            8.51            15.98            11.28
Net interest margin (fully-taxable equivalent)     4.17             4.06            4.20             4.12             4.17
Interest rate spread during period                 3.56             3.40            3.64             3.47             3.68
General, administrative and other expense
   to average assets                               2.85             2.76            2.85             2.57             2.79
Allowance for loan losses
   to nonperforming loans                        160.00           250.90          192.40           191.90           232.40
Allowance for loan losses
   to total loans                                  1.28             1.19            1.19             1.10             1.10
Nonperforming loans to total loans                 0.80             0.47            0.62             0.57             0.47
Nonperforming assets to total assets               0.87             0.45            0.56             0.43             0.36
Net charge-offs to average loans                   0.23             0.22            0.20             0.18             0.11
Equity to assets at period end                     7.24             7.23            8.00             8.48             8.77
Dividend payout ratio                             27.11            35.04           43.74            19.42            22.02
</TABLE>

-------------------------------------

(1)  The Company  completed a merger with Towne  Financial  Corporation  and its
     subsidiary, The Blue Ash Building and Loan Company, on October 1, 1999. The
     merger  was  accounted  for  as a  pooling-of-interests.  Accordingly,  the
     consolidated  financial  statements as of and for the years ended  December
     31,  1997 and 1998 have  previously  been  restated  as if the  merger  had
     occurred on January 1, 1997.

(2)  The Company completed a merger with Innovative  Financial  Services Agency,
     Inc. on August 31, 2001. The merger was initiated prior to July 1, 2001 and
     was accounted for as a pooling-of-interests.  Accordingly, the consolidated
     financial  statements  as of and for the  years  ended  December  31,  1997
     through 2000,  inclusive,  have been restated as if the merger had occurred
     on January 1, 1997.

(3)  Includes loans held for sale.

(4)  General,  administrative  and other expense for 1997  includes  $920,000 in
     pre-tax expenses incurred pursuant to the merger with Unity Savings Bank.


(5)  General, administrative and other expense for 1999 includes $1.1 million in
     pre-tax  expenses  incurred  pursuant  to the merger  with Towne  Financial
     Corporation.

(6)  General,  administrative  and other expense for 2001  includes  $259,000 in
     pre-tax expenses incurred pursuant to the merger with Innovative  Financial
     Services Agency, Inc.

(7)  Per share information  gives retroactive  effect to the 5-for-4 stock split
     effected  June 1,  1998,  the  issuance  of  917,361  shares  in the  Towne
     transaction, and the issuance of 172,414 shares in the Innovative Financial
     Services Agency, Inc. transaction.















                                      -20-
<PAGE>

Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.

OVERVIEW

         Oak Hill Financial, Inc. is a financial holding company the principal
assets of which are its ownership of Oak Hill Banks ("Oak Hill"), Towne Bank
("Towne"), (collectively, hereinafter "Banks"), Action Finance Company
("Action") and McNelly, Patrick & Associates. Accordingly, the Company's results
of operations are primarily dependent upon the results of operations of its
subsidiaries.

          The Banks conduct general commercial banking businesses that consist
of attracting deposits from the general public and using those funds to
originate loans for commercial, consumer, and residential purposes. Action is a
consumer finance company that originates installment and home equity loans.

         The Banks' and Action's profitability depend primarily on their net
interest income, which is the difference between interest income generated from
interest-earning assets (i.e., loans and investments) less the interest expense
incurred on interest-bearing liabilities (i.e., deposits and borrowed funds).
Net interest income is affected by the relative amounts of interest-earning
assets and interest-bearing liabilities, and the interest rates paid on these
balances. Additionally, and to a lesser extent, profitability is affected by
such factors as the level of non-interest income and expenses, the provision for
losses on loans, and the effective tax rate. Other income consists primarily of
service charges and other fees and income from the sale of loans. General,
administrative and other expenses consist of compensation and benefits,
occupancy-related expenses, FDIC deposit insurance premiums, and other operating
expenses.

         On August 31, 2001, the Company combined with Innovative Financial
Services Agency, Inc. ("IFS") in a transaction whereby IFS became a wholly-owned
subsidiary of the Company. IFS is an insurance agency specializing in group
health insurance and other employee benefits in southern and central Ohio. IFS0
was renamed Oak Hill Financial Insurance Agency, Inc. and conducts business as
McNelly, Patrick & Associates ("MPA"). The transaction was initiated prior to
July 1, 2001 and was accounted for as a pooling-of-interests. Accordingly, the
consolidated financial statements have been restated to reflect the effects of
the business combination as of January 1, 1999. Pursuant to the merger
agreement, the Company issued 172,414 shares of common stock in exchange for the
shares of IFS.

         On September 30, 2001, the Company formed Oak Hill Title Agency, LLC
("Oak Hill Title") in conjunction with a law firm to provide title services for
commercial and residential real estate transactions. Oak Hill Title commenced
operations in January 2002.

         Management's discussion and analysis of earnings and related financial
data are presented herein to assist investors in understanding the consolidated
financial condition and results of operations of the Company as of and for the
years ended December 31, 2001 and 2000. This discussion should be read in
conjunction with the consolidated financial statements and related footnotes
presented elsewhere in this report.

FORWARD LOOKING STATEMENTS

         In the following pages, management presents an analysis of the
Company's financial condition as of December 31, 2001, and the results of
operations for the year ended December 31, 2001, as compared to prior periods.
In addition to this historical information, the following discussion and other
sections of this Annual Report contain forward-looking statements that involve
risks and uncertainties. Economic circumstances, the Company's operations and
the Company's actual results could differ significantly from those discussed in
the forward-looking statements. Some of the factors that could cause or
contribute to such differences are discussed herein but also include changes in
the economy and interest rates in the nation and the Company's general market
area. Without limiting the foregoing, some of the forward-looking statements
include management's establishment of an allowance for loan losses, and its
statements regarding the adequacy of such allowance for loan losses, and
management's belief that the allowance for loan losses is adequate.

FINANCIAL CONDITION

         The Company's total assets amounted to $778.3 million as of December
31, 2001, an increase of $83.4 million, or 12.0%, over the $694.9 million total
at December 31, 2000. The increase was funded primarily through growth in
deposits of $49.8 million, an increase in FHLB advances of $23.8 million,
respective increases of $400,000 and $3.1 million in notes payable and
securities sold under agreements to repurchase, and an increase in stockholders'
equity of $6.1 million.

         Cash and due from banks, federal funds sold, and investment securities,
including mortgage-backed securities, increased by $34.8 million, or 46.6%, to a
total of $109.5 million at December 31, 2001, compared to $74.7 million at

                                      -21-
<PAGE>

December 31, 2000. Investment securities increased by $17.6 million, as
purchases of $72.2 million exceeded maturities and repayments of $20.2 million
and sales of $34.0 million. Federal funds sold increased by $11.6 million during
2001.

         Loans receivable totaled $646.1 million at December 31, 2001, an
increase of $47.0 million, or 7.8%, over total loans at December 31, 2000. Loan
disbursements totaled $377.8 million during 2001, which were partially offset by
loan sales of $75.1 million and principal repayments of $251.1 million. Also
during 2001, loan disbursements and sales volume increased by $74.1 million and
$64.5 million, respectively, as compared to 2000 volume. The declining interest
rate environment during 2001 contributed to the overall increases in loan
origination and sales volume, as borrowers refinanced loans to lower interest
rates and the Banks generally sold such lower interest rate loans in the
secondary market. Growth in the loan portfolio during 2001 was comprised of a
$64.2 million, or 42.1%, increase in commercial and other loans, which was
partially offset by an $8.1 million, or 2.1%, decrease in real estate mortgage
loans and an $8.0 million, or 11.3%, decrease in installment loans. The
Company's allowance for loan losses totaled $8.3 million at December 31, 2001,
an increase of $1.1 million, or 16.0%, over the total at December 31, 2000. The
allowance for loan losses represented 1.28% and 1.19% of the total loan
portfolio at December 31, 2001 and 2000, respectively. Net charge-offs totaled
$1.4 million and $1.2 million for the years ended December 31, 2001 and 2000,
respectively. The Company's allowance represented 160.0% and 250.9% of
nonperforming loans, which totaled $5.2 million and $2.9 million at December 31,
2001 and 2000, respectively. At December 31, 2001, nonperforming loans were
comprised of $984,000 in installment loans, $3.8 million of loans secured
primarily by commercial real estate and $426,000 of loans secured by one-to-four
family residential real estate. In management's opinion, all nonperforming loans
were adequately collateralized at December 31, 2001.

         Deposits totaled $612.2 million at December 31, 2001, an increase of
$49.8 million, or 8.9%, over the $562.4 million total at December 31, 2000. The
increase resulted primarily from management's continuing marketing efforts to
attract demand deposits and low-cost core deposits as well as competitive
pricing with respect to certificate of deposit products throughout the Banks'
branch network. Proceeds from deposit growth were used primarily to fund loan
originations.

         Advances from the Federal Home Loan Bank totaled $93.9 million at
December 31, 2001, an increase of $23.8 million, or 33.9%, over the December 31,
2000 total. In recognition of the declining interest rate environment during
2001, management obtained generally longer term and lower cost advances in 2001
compared to the maturities and cost of advances obtained from the Federal Home
Loan Bank during 2000. Notes payable and securities sold under agreements to
repurchase increased by $400,000 and $3.1 million, respectively. Proceeds from
advances, repurchase agreements, and notes payable were primarily used to fund
loan originations and securities purchases during the period.

         In March 2000, a Delaware statutory business trust owned by the Company
(the "Trust"), issued $5.0 million of mandatorily redeemable debt securities.
The debt securities issued by the Trust are included in the Company's regulatory
capital, specifically as a component of Tier I capital. The proceeds from the
issuance of the subordinated debentures and common securities were used by the
Trust to purchase from the Company $5.0 million of subordinated debentures
maturing on March 8, 2030. The subordinated debentures are the sole asset of the
Trust, and the Company owns all of the common securities of the Trust. Interest
payments on the debt securities are to be made semi-annually at an annual fixed
rate of interest of 10.875% and are reported as a component of interest expense
on borrowings. The net proceeds received by the Company were used for general
corporate purposes, including repurchasing the Company's stock, and providing
general working capital.

         The Company's stockholders' equity amounted to $56.3 million at
December 31, 2001, an increase of $6.1 million, or 12.2%, over the balance at
December 31, 2000. The increase resulted primarily from net earnings of $8.7
million and proceeds from options exercised of $408,000, which were partially
offset by $2.3 million in dividends declared on common stock, and net purchases
of treasury shares totaling $807,000.

SUMMARY OF EARNINGS

         The table on page 26 shows for each category of interest-earning assets
and interest-bearing liabilities, the average amount outstanding, the interest
earned or paid on such amount, and the average rate earned or paid for the years
ended December 31, 2001, 2000 and 1999. The table also shows the average rate
earned on all interest-earning assets, the average rate paid on all
interest-bearing liabilities, the interest rate spread, and the net interest
margin for the same periods.

         Changes in net interest income are attributable to either changes in
average balances (volume change) or changes in average rates (rate change) for
interest-earning assets and interest-bearing liabilities. Volume change is
calculated as change in volume times the old rate, while rate change is
calculated as change in rate times the old volume. The table below indicates the
dollar amount of the change attributable to each factor. The rate/volume change,


                                      -22-
<PAGE>

the change in rate times the change in volume, is allocated between the volume
change and the rate change at the ratio each component bears to the absolute
value of their total.

COMPARISON  OF RESULTS OF OPERATIONS  FOR THE YEARS ENDED  DECEMBER 31, 2001 AND
2000

         GENERAL. Net earnings for the year ended December 31, 2001 totaled $8.7
million, a $2.4 million, or 37.6%, increase over 2000 net earnings. The increase
in earnings resulted primarily from a $3.9 million increase in net interest
income and a $2.8 million increase in other income, which were partially offset
by a $328,000 increase in the provision for losses on loans, a $2.9 million
increase in general, administrative and other expense, and a $959,000 increase
in the provision for federal income taxes.

         NET INTEREST INCOME. Total interest income for the year ended December
31, 2001, amounted to $59.7 million, an increase of $5.1 million, or 9.4%, over
the $54.6 million recorded for 2000. Interest income on loans totaled $55.0
million, an increase of $4.7 million, or 9.2%, over the 2000 period. This
increase resulted primarily from a $66.4 million, or 11.9%, increase in the
weighted-average ("average") portfolio balance, to a total of $623.5 million in
2001, which was partially offset by a 20 basis point decrease in the average
fully-taxable equivalent yield, to 8.85% in 2001 from 9.05% in 2000. Interest
income on investment securities and other interest-earning assets increased by
$471,000, or 11.2%. The increase resulted primarily from an $18.1 million, or
28.6%, increase in the average portfolio balance, to a total of $81.6 million in
2001, which was partially offset by a 65 basis point decrease in the average
fully-taxable equivalent yield, to 6.12% in 2001.

         Total interest expense amounted to $30.8 million for the year ended
December 31, 2001, an increase of $1.3 million, or 4.3%, over the $29.5 million
recorded in 2000. Interest expense on deposits increased by $957,000, or 3.9%,
to a total of $25.7 million in 2001. The increase resulted primarily from a
$59.1 million, or 12.5%, increase in the average portfolio balance, to a total
of $532.2 million in 2001, which was partially offset by a 40 basis point
decrease in the average cost of deposits, to 4.83% in 2001. Interest expense on
borrowings increased by $315,000, or 6.6%, during 2001. This increase was due to
a $15.1 million, or 21.0%, increase in average borrowings outstanding, which was
partially offset by a 78 basis point decrease in the average cost of borrowings,
to 5.81% in 2001. The decrease in the level of yields on interest-earning assets
and the cost of interest-bearing liabilities was primarily due to the overall
decrease in interest rates in the economy during 2001.

         As a result of the foregoing changes in interest income and interest
expense, net interest income increased by $3.9 million, or 15.4%, for the year
ended December 31, 2001, as compared to 2000. The interest rate spread increased
by 16 basis points to 3.56% in 2001, compared to 3.40% in 2000. The
fully-taxable equivalent net interest margin increased by 11 basis points from,
4.06% in 2000 to 4.17% in 2001.

         PROVISION FOR LOSSES ON LOANS. A provision for losses on loans is
charged to earnings to bring the total allowance for loan losses to a level
considered appropriate by management based on historical experience, the volume
and type of lending conducted by the Company, the status of past due principal
and interest payments, general economic conditions, particularly as such
conditions relate to the Company's market area and other factors related to the
collectibility of the Company's loan portfolio. As a result of such analysis,
management recorded a $2.6 million provision for losses on loans for the year
ended December 31, 2001, an increase of $328,000, or 14.5%, compared to 2000.
The provision for losses on loans in 2001 was predicated upon the $47.0 million
of growth in the loan portfolio and the increase in nonperforming loans
year-to-year.

         Although management believes that it uses the best information
available in providing for possible loan losses and believes that the allowance
is adequate at December 31, 2001, future adjustments to the allowance could be
necessary and net earnings could be affected if circumstances and/or economic
conditions differ substantially from the assumptions used in making the initial
determinations.

         OTHER INCOME. Other income totaled $7.2 million for the year ended
December 31, 2001, an increase of $2.8 million, or 62.2%, over the 2000 amount.
This increase resulted primarily from a $1.2 million increase in gain on sale of
loans, a $178,000, or 7.1%, increase in service fees, charges, and other
operating income, and a $113,000, or 5.4%, increase in insurance commissions.
Additionally the Company realized a gain on sales of securities during 2001
totaling $43,000, compared to a loss recorded in 2000 of $319,000. Also during
2001, Towne recorded a gain on the sale of a branch totaling $900,000.

         GENERAL, ADMINISTRATIVE AND OTHER EXPENSE. General, administrative and
other expense totaled $20.7 million for the year ended December 31, 2001, an
increase of $2.9 million, or 16.6%, over the 2000 total. The increase resulted
primarily from a $1.7 million, or 16.8%, increase in employee compensation and
benefits, a $720,000, or 14.2%, increase in other operating expenses, an
increase of $108,000, or 5.5%, in occupancy and equipment, $259,000 was incurred
in connection with the previously mentioned MPA merger, and increases of $31,000
and $134,000 in federal deposit insurance premiums and franchise taxes,
respectively.

                                      -23-
<PAGE>

         The increase in employee compensation and benefits resulted primarily
from increased staffing levels required in connection with the establishment of
new branch locations, additional management staffing and normal merit increases.
The increase in other operating expense resulted primarily from an increase in
professional fees totaling $192,000 and an increase in costs associated with ATM
transaction charges and data processing totaling $94,000. Charitable
contributions expense increased in 2001 due primarily to a $216,000 provision
recorded in connection with the Company's resolution to establish a charitable
foundation for support of activities in the communities served by the Company
and its subsidiaries. Future contributions to the charitable fund may be made at
the discretion of the Board of Directors of the Company and its subsidiaries.
The remaining increase of $218,000, or 4.3%, was due to pro-rata increases in
other operating expenses attendant to the Company's overall growth year-to-year.
The increase in occupancy and equipment expense was due primarily to a $129,000,
or 43.6%, increase in rent expense, which was partially offset by a $30,000, or
3.5%, decrease in depreciation expense year-to-year.

         FEDERAL INCOME TAXES. The provision for federal income taxes amounted
to $4.1 million for the year ended December 31, 2001, an increase of $959,000,
or 30.2%, over the $3.2 million recorded in 2000. The increase resulted
primarily from a $3.3 million, or 35.2%, increase in earnings before taxes. The
effective tax rates were 32.2% and 33.4% for the years ended December 31, 2001
and 2000, respectively.

COMPARISON  OF RESULTS OF OPERATIONS  FOR THE YEARS ENDED  DECEMBER 31, 2000 AND
1999

         GENERAL. Net earnings for the year ended December 31, 2000 totaled $6.3
million, a $2.2 million, or 54.8%, increase over 1999. The increase in earnings
resulted primarily from a $2.2 million increase in net interest income, a $2.3
million increase in other income and a $169,000 decrease in the provision for
losses on loans, which were partially offset by a $1.4 million increase in
general, administrative and other expense and a $1.1 million increase in the
provision for federal income taxes.

         NET INTEREST INCOME. Total interest income for the year ended December
31, 2000, amounted to $54.6 million, an increase of $9.3 million, or 20.6%, over
the $45.3 million recorded for 1999. Interest income on loans totaled $50.4
million, an increase of $10.9 million, or 27.7%, over the 1999 period. This
increase resulted primarily from a $107.2 million, or 23.8%, increase in the
weighted-average ("average") portfolio balance, to $557.0 million in 2000,
coupled with a 28 basis point increase in the average fully-taxable equivalent
yield, to 9.05% in 2000. Interest income on investment securities and other
interest-earning assets decreased by $1.6 million, or 27.5%. The decrease
resulted primarily from a $36.1 million, or 36.2%, decrease in the average
portfolio balance to $63.5 million in 2000, which was partially offset by a 71
basis point increase in the average fully-taxable equivalent yield, to 6.77% in
2000.

         Total interest expense amounted to $29.5 million for the year ended
December 31, 2000, an increase of $7.1 million, or 31.6%, over the $22.4 million
recorded in 1999. Interest expense on deposits increased by $5.3 million, or
27.5%, to a total of $24.8 million in 2000. The increase resulted primarily from
a $44.2 million, or 10.3%, increase in the average portfolio balance, to $473.1
million in 2000, coupled with a 70 basis point increase in the average cost of
deposits, to 5.23% in 2000. Interest expense on borrowings increased by $1.8
million, or 58.6%, during 2000. This increase was due to a $17.8 million, or
32.9%, increase in average borrowings outstanding coupled with a 107 basis point
increase in the average cost of borrowings, to 6.59% in 2000.

         As a result of the foregoing changes in interest income and interest
expense, net interest income increased by $2.2 million, or 9.8%, for the year
ended December 31, 2000, as compared to 1999. The interest rate spread decreased
by 24 basis points to 3.40% in 2000, compared to 3.64% in 1999. The
fully-taxable equivalent net interest margin decreased by 14 basis points to
4.06% in 2000 from 4.20% in 1999.

         PROVISION FOR LOSSES ON LOANS. The Company's provision for losses on
loans amounted to $2.3 million for the year ended December 31, 2000, a decrease
of $169,000, or 6.9%, compared to 1999. The provision for losses on loans in
2000 generally reflects the $91.2 million of growth in the loan portfolio during
the year. The Company's loan growth in 2000 was comprised primarily of a $61.4
million, or 19.2%, increase in loans secured by residential real estate and a
$26.2 million, or 20.8%, increase in commercial and other loans. Net loan
charge-offs amounted to $1.2 million in 2000, as compared to $883,000 in 1999.

         OTHER INCOME. Other income totaled $4.4 million for the year ended
December 31, 2000, an increase of $2.3 million, or 108.8%, over 1999. This
increase resulted primarily from a $1.8 million decline in the loss on sale of
securities year-to-year, a $430,000, or 20.8%, increase in service fees,
charges, and other operating income, and a $370,000, or 21.5%, increase in
insurance commissions, which were partially offset by a $303,000 decrease in
gain on sale of loans. During the third and fourth quarters of 2000, the Company
restructured the Banks' investment securities into higher-yielding obligations
of state and political subdivisions and U.S. Government and agency securities at
a loss of $381,000.

         GENERAL, ADMINISTRATIVE AND OTHER EXPENSE. General, administrative and
other expense totaled $17.7 million for the year ended December 31, 2000, an

                                      -24-
<PAGE>

increase of $1.4 million, or 8.6%, over the 1999 total. The increase resulted
primarily from a $1.5 million, or 17.0%, increase in employee compensation and
benefits, an $855,000, or 20.3%, increase in other operating expenses, and an
increase of $254,000, or 14.7%, in occupancy and equipment, which were offset by
the absence of $1.1 million in merger-related expenses incurred in connection
with the October 1, 1999 merger of Towne Financial Corporation with and into the
Company and decreases of $26,000 and $12,000 in federal deposit insurance
premiums and franchise taxes, respectively.

         The increase in employee compensation and benefits resulted primarily
from increased staffing levels required in connection with the establishment of
new branch locations, additional management staffing and normal merit increases.
The increase in other operating expense resulted primarily from an increase in
professional fees associated with the co-sourcing of the internal audit function
totaling $102,000, an increase in costs associated with ATM transaction charges
and data processing totaling $165,000, and a recognition of an impairment loss
totaling $185,000 relating to a former branch location. The remaining increase
of $403,000 was due to pro-rata increases in other operating expenses attendant
to the Company's overall growth year-to-year. The increase in occupancy and
equipment expense was due primarily to a $151,000, or 60.9%, increase in rent
expense, coupled with increases in other occupancy-related costs, in connection
with new branch locations opened in 2000.

         FEDERAL INCOME TAXES. The provision for federal income taxes amounted
to $3.2 million for the year ended December 31, 2000, an increase of $1.1
million, or 51.3%, over the $2.1 million recorded in 1999. The increase resulted
primarily from a $3.3 million, or 53.6%, increase in earnings before taxes. The
effective tax rates were 33.4% and 33.9% for the years ended December 31, 2000
and 1999, respectively.

LIQUIDITY AND CAPITAL RESOURCES

         Like other financial institutions, the Company must ensure that
sufficient funds are available to meet deposit withdrawals, loan commitments,
and expenses. Control of the Company's cash flow requires the anticipation of
deposit flows and loan payments. The Company's primary sources of funds are
deposits, borrowings and principal and interest payments on loans. The Company
uses funds from deposit inflows, proceeds from borrowings and principal and
interest payments on loans primarily to originate loans, and to purchase
short-term investment securities and interest-bearing deposits.

         At December 31, 2001, the Company had $280.8 million of certificates of
deposit maturing within one year. It has been the Company's historic experience
that such certificates of deposit will be renewed at market rates of interest.
It is management's belief that maturing certificates of deposit over the next
year will similarly be renewed at market rates of interest without a material
adverse effect on the results of operations.

         In the event that certificates of deposit cannot be renewed at
prevalent market rates, the Company can obtain up to $130.1 million in advances
from the Federal Home Loan Bank of Cincinnati (FHLB). Also, as an operational
philosophy, the Company seeks to obtain advances to help with asset/liability
management and liquidity. At December 31, 2001, the Company had $93.9 million of
outstanding FHLB advances.

         At December 31, 2001, loan commitments, or loans committed but not
closed, totaled $27.0 million. Additionally, the Company had unused lines of
credit and letters of credit totaling $91.9 million and $707,000, respectively.
Funding for these amounts is expected to be provided by the sources described
above. Management believes the Company has adequate resources to meet its normal
funding requirements.

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

         In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations," which requires that all business combinations initiated after
June 30, 2001 be accounted for using the purchase method. The
pooling-of-interests method of accounting is prohibited except for combinations
initiated before July 1, 2001. The remaining provisions of SFAS No. 141 relating
to business combinations accounted for by the purchase method, including
identification of intangible assets, accounting for negative goodwill, financial
statement presentation and disclosure, are effective for combinations initiated
after June 30, 2001. Management adopted SFAS No. 141 effective July 1, 2001, as
required, without material effect on the Company's financial position or results
of operations.

         In June 2001, the FASB issued SFAS No. 142, "Goodwill and Intangible
Assets," which prescribes accounting for all purchased goodwill and intangible
assets. Pursuant to SFAS No. 142, acquired goodwill is not amortized, but is
tested for impairment at the reporting unit level annually and whenever an
impairment indicator arises. All goodwill should be assigned to reporting units
that are expected to benefit from the goodwill. When an entity reorganizes its


                                      -25-
<PAGE>

reporting structure, goodwill should be reallocated to reporting units based on
the relative fair values of the units. Goodwill impairment should be tested with
a two-step approach. First, the fair value of the reporting unit should be
compared to its carrying value, including goodwill. If the reporting unit's
carrying value exceeds its fair value, then any goodwill impairment should be
measured as the excess of goodwill's carrying value over its implied fair value.
The implied fair value of goodwill should be calculated in the same manner as
goodwill is calculated for a business combination, using the reporting unit's
fair value as the "purchase price." Therefore, goodwill's implied fair value
will be the excess of the "purchase price" over the amounts allocated to assets,
including unrecognized intangible assets, and liabilities of the reporting unit.
Goodwill impairment losses should be reported in the income statement as a
separate line item within operations, except for such losses included in the
calculation of a gain or loss from discontinued operations.

              An acquired intangible asset, other than goodwill, should be
amortized over its useful economic life. The useful life of an intangible asset
is indefinite if it extends beyond the foreseeable horizon. If an asset's life
is indefinite, the asset should not be amortized until the life is determined to
be finite. Intangible assets being amortized should be tested for impairment in
accordance with SFAS No. 144. Intangible assets not being amortized should be
tested for impairment, annually and whenever there are indicators of impairment,
by comparing the asset's fair value to its carrying amount.

              SFAS No. 142 is effective for fiscal years beginning after
December 15, 2001. Until adoption of SFAS No. 142, existing goodwill continues
to be amortized and tested for impairment under previously existing standards.
As of the date SFAS No. 142 is adopted and based on the company's current
reporting structure, reporting units should be established; net assets should be
assigned to reporting units, unless they do not relate to a reporting unit; and
goodwill should be assigned to one or more reporting units.

        Within six months of adopting SFAS No. 142, a company must have
completed the first step of the goodwill transitional impairment test: a
comparison, as of the beginning of the fiscal year, of each reporting unit's
fair value with its carrying value. If the carrying value exceeds fair value,
the second step - calculating the amount of goodwill impairment as of the
beginning of the fiscal year - would be required as soon as possible, but no
later than the end of the fiscal year. Any transitional impairment loss would be
reported as a change in accounting principle in the first interim period
financial statements of the implementation year, regardless of when the loss
measurement is completed. After completion of the first step of the transitional
test, a company should disclose which segments might have to recognize an
impairment loss and when the potential loss would be measured.

          If an impairment indicator arises before the completion of the
transition testing, a full impairment test would be required as soon as
possible. Any goodwill impairment resulting from this test should be reported as
an impairment loss, not as a change in accounting principle. SFAS No. 142 is not
expected to have a material effect on the Company's financial position or
results of operations, as the elimination of annual goodwill amortization will
increase 2002 earnings by approximately $34,000.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 carries over the
recognition and measurement provisions in SFAS No. 121. Accordingly, an entity
should recognize an impairment loss if the carrying value of a long-lived asset
or asset group (a) is not recoverable and (b) exceeds its fair value. Similar to
SFAS No. 121, SFAS No. 144 requires an entity to test an asset or asset group
for impairment whenever events or changes in circumstances indicate that its
carrying amount may not be recoverable. SFAS No. 144 differs from SFAS No. 121
in that it provides guidance on estimating future cash flows to test
recoverability. An entity may use either a probability-weighted approach or
best-estimate approach in developing estimates of cash flow to test
recoverability. SFAS No. 144 is effective for financial statements issued for
fiscal years beginning after December 15, 2001 and interim periods within those
fiscal years. Management adopted SFAS No. 144 effective January 1, 2002, as
required, without material effect on the Company's financial condition or
results of operations.











                                      -26-
<PAGE>

<TABLE>
<CAPTION>
                                                                       AVERAGE BALANCES AND INTEREST RATES
                                                                             Year Ended December 31,
                                                     2001                             2000                             1999
                                                     ----                             ----                             ----
                                                 Interest                       Interest                         Interest
                                         Average  Income/  Average    Average    Income/    Average    Average    Income/  Average
                                         Balance  Expense   Rate      Balance    Expense     Rate      Balance    Expense   Rate
                                         -------  -------   ----      -------    -------     ----      -------    -------   ----
                                                                         (Dollars in thousands)
Interest-earning assets:
<S>                                       <C>       <C>       <C>       <C>        <C>        <C>        <C>        <C>      <C>
     Loans receivable                   $623,486  $55,165    8.85%   $557,038    $50,391      9.05%    $449,873   $39,464    8.77%
     Investment securities                72,687    4,683    6.44      62,049      4,206      6.78       86,329     5,423    6.29
     Federal funds sold                    8,472      277    3.27         803         62      7.72       12,567       587    4.67
     Interest-earning deposits               476       33    6.93         647         34      5.26          685        24    3.50
                                         -------   ------    ----     -------     ------      ----      -------    ------    ----
          Total interest-earning assets  705,121   60,158    8.53     620,537     54,693      8.81      549,454    45,498    8.28

Non-interest-earning assets               20,524                       20,991                            22,856
                                         -------                      -------                           -------

          Total assets                  $725,645                     $641,528                          $572,310
                                         =======                      =======                           =======

Interest-bearing liabilities:
     Deposits                           $532,239   25,716    4.83    $473,149     24,759      5.23     $428,915    19,423    4.53
     Borrowings                           87,151    5,061    5.81      72,029      4,746      6.59       54,192     2,993    5.52
                                         -------   ------    ----     -------     ------      ----      -------    ------    ----
          Total interest-bearing
            liabilities                  619,390   30,777    4.97     545,178     29,505      5.41     483,107     22,416    4.64
                                                   ------    ----                 ------      ----                 ------    ----
Non-interest-bearing liabilities          53,222                       47,516                           41,076

Stockholders' equity                      53,033                       48,834                           48,127
                                         -------                      -------                          -------

          Total liabilities and
             stockholders' equity       $725,645                     $641,528                         $572,310
                                         =======                      =======                          =======


Net interest income and interest
  rate spread                                     $29,381    3.56%               $25,188      3.40%               $23,082    3.64%
                                                   ======    ====                 ======      ====                 ======    ====

Net interest margin (1)                                      4.17%                            4.06%                          4.20%
                                                             ====                             ====                           ====


Average interest-earning assets to
  average interest-bearing liabilities                     113.84%                          113.82%                        113.73%
                                                           ======                           ======                         ======

Adjustment of interest income to a tax
  equivalent basis on tax-exempt:
     Loans and investment securities              $   454                        $   114                          $   247
                                                   ======                         ======                           ======
</TABLE>


(1)  The net interest  margin is the net interest  income divided by the average
     interest-earning assets.

<TABLE>
<CAPTION>
                                                                                  RATE/VOLUME TABLE

                                                                               Year Ended December 31,
                                                                               -----------------------
                                                                2001vs. 2000                             2000 vs. 1999
                                                                ------------                             -------------
                                                         Increase (decrease) due to               Increase (decrease) due to
                                                     Volume         Rate         Total         Volume        Rate         Total
                                                     ------         ----         -----         ------        ----         -----
                                                                               (Dollars in thousands)
<S>                                                    <C>           <C>           <C>          <C>           <C>          <C>
Changes in interest income attributable to:
     Loan receivable                                   $5,988     $(1,214)       $4,774        $9,663      $1,264       $10,927
     Investment securities                                719        (242)          477        (1,614)        397        (1,217)
     Federal funds sold                                   271         (56)          215          (761)        236          (525)
     Interest-earning deposits with banks
                                                           (9)          8            (1)           (1)         11            10
                                                        -----      ------         -----         -----       -----        ------
          Total interest income                        $6,969     $(1,504)       $5,465        $7,287      $1,908       $ 9,195
                                                        =====      ======         =====         =====       =====        ======

Changes in interest expense attributable to:
     Deposits                                          $2,944     $(1,987)       $  957        $2,209      $3,127       $ 5,336
     Borrowings                                           921        (606)          315         1,104         649         1,753
                                                        -----      ------         -----         -----       -----        ------
          Total interest expense                       $3,865     $(2,593)       $1,272        $3,313      $3,776       $ 7,089
                                                        =====      ======         =====         =====       =====        ======

Increase in net interest income                                                  $4,193                                 $ 2,106
                                                                                  =====                                  ======
</TABLE>


                                      -27-
<PAGE>

Item 7A.   Quantitative and Qualitative Disclosure About Market Risk

         This information is presented in "Asset and Liability Management" on
pages 11 and 12 of this report.

Item 8.   Financial Statements and Supplementary Data

         Consolidated Financial Statements of the Company, together with the
reports thereon of Grant Thornton LLP (dated January 24, 2002) which are
included in Exhibit 13 are incorporated herein by reference (see Item 14 of
this Annual Report for Index).

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial disclosure.

         Not Applicable.

                                    PART III

Item 10.  Directors,  Executive  Officers,  Promoters  and Control  Persons;
          Compliance  With Section 16(a) of the Exchange Act.

         The information is contained under "Ownership of Common Stock by
Management" and "Election of Directors" in the Company's Proxy Statement dated
February 21, 2002, is incorporated herein by reference in response to this item.

         The information contained under "Compliance With Section 16(a) of the
Securities Exchange Act" in the Company's Proxy Statement dated February 21,
2002, is incorporated herein by reference in response to this item.

Item 11.  Executive Compensation.

         The information appearing under "Executive Compensation" in the
Company's Proxy Statement dated February 21, 2002, is incorporated herein by
reference in response to this item.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

         The information appearing under "Ownership of Common Stock by Principal
Shareholders" and "Ownership of Common Stock By Management" in the Company's
Proxy Statement dated February 21, 2002, is incorporated herein by reference in
response to this item.

Item 13.  Certain Relationships and Related Transactions.

         The information appearing under "Certain Transactions" in the Company's
Proxy Statement dated February 21, 2002, is incorporated herein by reference in
response to this item.

                                     PART IV

Item 14.  Exhibits and Reports on Form 8-K.

(a)      Documents filed as a part of the Report:

         (1)   Report of Grant Thornton LLP, Independent Auditors

               Consolidated Statements of Financial Condition as of December 31,
               2001 and 2000

               Consolidated Statements of Earnings for years ended December 31,
               2001, 2000 and 1999

               Consolidated Statements of Comprehensive Income for years ended
               December 31, 2001, 2000 and 1999

               Consolidated Statements of Stockholder's Equity for years ended
               December 31, 2001, 2000 and 1999

               Consolidated Statements of Cash Flows for years ended
               December 31, 2001, 2000 and 1999

               Notes to Consolidated Financial Statements for years ended
               December 31, 2001, 2000 and 1999

        (2)    Financial Statement Schedules:

                           The information is contained in the Company's Annual
              Report to Stockholders for the year ended December 31, 2001, is
              incorporated herein by reference in response to this item.


                                      -28-
<PAGE>
        (3)    The following are filed as exhibits to this Annual Report
               on Form 10-K:
<TABLE>
<CAPTION>

         Exhibit
         Number
<S>                                                      <C>
         *2(a)......................Agreement  and  Plan  of  Merger,  dated  March  31,  1999,  between  Oak  Hill
                                    Financial,  Inc. and Towne Financial Corporation  (reference is made to Exhibit
                                    2.1 of the  Prospectus/Proxy  Statement  filed by the Company on Form S-4A with
                                    the Securities and Exchange Commission on August 3, 1999).

         *2(b)......................Supplemental Agreement, dated as of March 31, 1999, between Oak Hill Financial,
                                    Inc. and Towne Financial Corporation (reference is made to Exhibit 2.2 of the
                                    Prospectus/Proxy Statement filed by the Company on Form S-4A with the Securities and
                                    Exchange Commission on August 3, 1999).

         *3(a)......................Fourth Amended and Restated Articles of Incorporation (reference is made to Form
                                    S-4, Exhibit 3.1, Registration No. 333-81645, filed with the Securities and
                                    Exchange Commission on June 25, 1999 and incorporated herein by reference).

         *3(b)......................Restated Code of  Regulations  (reference is made to Form SB-2,  Exhibit 3(ii),
                                    File No. 33-96216 and incorporated herein by reference).

         *4(a)......................Reference is made to Articles FOURTH, FIFTH, SEVENTH, EIGHTH, TENTH AND ELEVENTH of the
                                    Registrant's Restated Articles of Incorporation (contained in the Registrant's
                                    Restated Articles of Incorporation filed as Exhibit 3(a) hereto) and Articles II, III,
                                    IV, VI and VIII of the Registrant's Amended  and Restated Code of Regulations (contained
                                    in the Registrant's Amended and Restated Code of Regulations filed as Exhibit 3(b)
                                    hereto).

         *4(b)......................Rights Plan,  dated January 23, 1998,  between Oak Hill  Financial,  Inc.,  and
                                    Fifth Third  Bank,  (reference  is made to Exhibit  4.1 to the Form 8-A,  filed
                                    with  the  Securities   and  Exchange   Commission  on  January  23,  1998  and
                                    incorporated herein by reference).

         *4(c)......................Amended Rights Plan, dated December 26, 2000, between Oak Hill Financial, Inc.,
                                    and Registrar and Transfer Company, (reference is made to Exhibit 2 to the
                                    Form 8-A 12B/A, filed with the Securities and Exchange Commission on
                                    February 21, 2001 and incorporated herein by reference).

         *10(a).....................Oak  Hill  Financial,   Inc.  Amended  and  Restated  1995  Stock  Option  Plan
                                    (reference  is made  to  Form  SB-2,  Exhibit  10(a),  File  No.  33-96216  and
                                    incorporated herein by reference).

          10(b).....................Employment Agreement between Ron J. Copher and The Registrant, dated July 5, 1999.

         *10(c).....................Oak  Hill  Financial,  Inc. Second Amended and Restated 1995 Stock Option Plan (reference is
                                    made to Form S-8,  Exhibit 4(a),  Registration  No.  333-81167,  filed with the
                                    Securities and Exchange  Commission on June 21, 1999 and incorporated herein by
                                    reference).

         *10(d).....................Oak  Hill  Financial,  Inc. Third Amended and Restated 1995 Stock Option Plan (reference is
                                    made to Post-Effective  Amendment No. 1 to Form S-8, Exhibit 4(a), Registration
                                    No.  333-81167,  filed with the Securities  and Exchange  Commission on January
                                    21, 2000 and incorporated herein by reference).

         *10(e).....................Oak Hill  Financial,  Inc.  Fourth  Amended and Restated 1995 Stock Option Plan
                                    (reference is made to Form S-8, Exhibit 4(a),  Registration No. 333-45690,filed
                                    with  the  Securities  and  Exchange  Commission  on  September  12,  2000  and
                                    incorporated herein by reference).

          13........................2001 Annual Report (Selected portions)
</TABLE>

                                      -29-
<PAGE>


<TABLE>
<CAPTION>

<S>                                                                   <C>
         *21........................Subsidiaries  of the  Registrant  (reference is made to Form SB-2,  Exhibit 21,
                                    File No. 333-96216 and incorporated herein by reference).

          23........................Consent of Grant Thornton LLP.

          24........................Powers of Attorney.
</TABLE>

*Incorporated by reference as indicated.

(b)  Form 8-K's Filed in the Fourth Quarter

     1.   Form 8-K,  dated  October  23,  2001,  filed with the  Securities  and
          Exchange Commission on October 23, 2001.














































                                      -30-
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.


                    OAK HILL FINANCIAL, INC.                        Date

                     By: /s/ John D. Kidd                     February 21, 2002
                         ----------------------------
                         John D. Kidd, President
                         and  Chief Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

      Signature                                 Title                                                    Date
<S>                                              <C>                                                    <C>
*     Evan E. Davis
---------------------------             Chairman of the Board                                 )    February 21, 2002
                                                                                              )
                                                                                              )
/s/ John D. Kidd                                                                              )
---------------------------             President, Chief Executive Officer and Director       )    February 21, 2002
                                        (Principal Executive Officer)                         )
                                                                                              )
                                                                                              )
*     Richard P. LeGrand                                                                      )
---------------------------             Executive Vice President and Director                 )    February 21, 2002
                                                                                              )
                                                                                              )
*     H. Tim Bichsel                                                                          )
---------------------------             Secretary                                             )    February 21, 2002
                                                                                              )
                                                                                              )
*     Ron J. Copher                                                                           )
---------------------------             Chief Financial Officer and Treasurer                 )    February 21, 2002
                                        (Principal Financial and Accounting Officer)          )
                                                                                              )
                                                                                              )
*     Barry M. Dorsey                                                                         )
---------------------------             Director                                              )    February 21, 2002
                                                                                              )
                                                                                              )
*     C. Clayton Johnson                                                                      )
---------------------------             Director                                              )    February 21, 2002
                                                                                              )
                                                                                              )
*     Donald R. Seigneur                                                                      )
---------------------------             Director                                              )    February 21, 2002
                                                                                              )
                                                                                              )
*     William S. Siders                                                                       )
---------------------------             Director                                              )    February 21, 2002
                                                                                              )
                                                                                              )
/s/ H. Grant Stephenson                                                                       )
---------------------------             Director                                              )    February 21, 2002
</TABLE>

                                      -31-
<PAGE>


<TABLE>
<CAPTION>

      Signature                                 Title                                                    Date
<S>                                              <C>                                                    <C>


*     D. Bruce Knox
---------------------------             Chief Information Officer and Director                )    February 21, 2002
                                                                                              )
                                                                                              )
*     Ralph E. Coffman, Jr.                                                                   )
---------------------------             Vice President                                        )    February 21, 2002
                                                                                              )
                                                                                              )
*     David G. Ratz                                                                           )
---------------------------             Executive Vice President and Chief                    )    February 21, 2002
                                        Operating Officer                                     )
                                                                                              )
                                                                                              )
By: /s/ H. Grant Stephenson                                                                   )
    -----------------------------                                                             )    February 21, 2002
     H. Grant Stephenson,                                                                     )
     attorney-in-fact for each of                                                             )
     the persons indicated                                                                    )
</TABLE>






































                                      -32-